EXHIBIT
4.2
  
  FIRST
SUPPLEMENTAL INDENTURE
 
 __________
 
 
 FIRSTENERGY
NUCLEAR GENERATION CORP.
 
 
 TO
 
 
 THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as
Trustee
 
 __________
 
 Dated
as of June 15, 2009
 
 __________
 
 Providing
among other things for
 
 First
Mortgage Bonds, Guarantee Series A of 2009 due 2033
 First
Mortgage Bonds, Guarantee Series B of 2009 due 2011
 First
Mortgage Bonds, Collateral Series A of 2009 due 2010
 First
Mortgage Bonds, Collateral Series B of 2009 due 2010
 First
Mortgage Bonds, Collateral Series C of 2009 due 2010
 First
Mortgage Bonds, Collateral Series D of 2009 due 2010
 First
Mortgage Bonds, Collateral Series E of 2009 due 2010
 First
Mortgage Bonds, Collateral Series F of 2009 due 2011
 First
Mortgage Bonds, Collateral Series G of 2009 due 2011
 
 _________
 
 Supplemental
to Open-End Mortgage, General Mortgage
 Indenture
and Deed of Trust, Dated as of June 1, 2009
 
  
  THIS FIRST SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of June 15, 2009, between FIRSTENERGY NUCLEAR
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., 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 1, 2009 (hereinafter called the “Original
Indenture,” and as hereby supplemented, the “Indenture”)
with the Company.
  W
I T N E S S E T H:
  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, pursuant to Section
14.01(a) of the Indenture, the Company and the Trustee, without the consent of
the bondholders, in a form satisfactory to the Trustee, may enter into a
supplemental indenture to among other things, correct or amplify the description
of any property at any time subject to the Lien of this Indenture and make any
other changes to the provisions of this Indenture when there are no Bonds of a
series or Tranche Outstanding that will be adversely affected; and
  WHEREAS, the Company desires
to delete the real property description set forth on Exhibit A of the Original
Indenture and replace it with Exhibit J attached to this Supplemental Indenture;
and
  WHEREAS, the Company desires
to amend and restate Section 4.03(b)(iv) to clarify that in connection with the
issuance of bonds on the basis of Property Additions, the delivery of a written
appraisal of an Engineer or Appraiser is only required with respect to Property
Additions that were actually acquired after the date of execution and delivery
of the Original Indenture and there are no Holders of Bonds of any series or
Tranche; and
  WHEREAS, the Company, by
appropriate corporate action in conformity with the terms of the Indenture, has
duly determined to create nine new series of Bonds under the Indenture,
consisting of (i) $107,500,000 in aggregate principal amount to be designated as
“First Mortgage Bonds, Guarantee Series A of 2009 due 2033” (hereinafter
referred to as the “bonds of
Guarantee Series A”), (ii) up to $500,000,000 in aggregate principal
amount to be designated as “First Mortgage Bonds, Guarantee Series B of 2009 due
2011” (hereinafter referred to as the “bonds of
Guarantee Series B”), (iii) $8,079,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series A of 2009 due 2010”
(hereinafter referred to as the “bonds of
Collateral Series A”), (iv) $7,272,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series B of 2009 due 2010”
(hereinafter referred to as the “bonds of
Collateral Series B”), (v) $100,078,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series C of 2009 due 2010”
(hereinafter referred
   
  to as the “bonds of
Collateral Series C”), (vi) $83,617,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series D of 2009 due 2010”
(hereinafter referred to as the “bonds of
Collateral Series D”), (vii) $73,367,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series E of 2009 due 2010”
(hereinafter referred to as the “bonds of
Collateral Series E”), (viii) $46,959,000 in aggregate principal amount
to be designated as “First Mortgage Bonds, Collateral Series F of 2009 due 2011”
(hereinafter referred to as the “bonds of
Collateral Series F”) and (ix) $60,592,000 in aggregate principal amount
to be designated as “First Mortgage Bonds, Collateral Series G of 2009 due 2011”
(hereinafter referred to as the “bonds of
Collateral Series G,” and together with
the bonds of Guarantee Series A, the bonds of Guarantee Series B, the bonds of
Collateral Series A, the bonds of Collateral Series B, the bonds of Collateral
Series C, the bonds of Collateral Series D, the bonds of Collateral Series E and
the bonds of Collateral Series F, the “bonds of June
2009 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; 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; the bonds of Collateral Series A and the Trustee’s
certificate of authentication to be endorsed thereon shall be substantially in
the form included in Exhibit C hereto; the bonds of Collateral Series B and the
Trustee’s certificate of authentication to be endorsed thereon shall be
substantially in the form included in Exhibit D hereto; the bonds of Collateral
Series C and the Trustee’s certificate of authentication to be endorsed thereon
shall be substantially in the form included in Exhibit E hereto; the bonds of
Collateral Series D and the Trustee’s certificate of authentication to be
endorsed thereon shall be substantially in the form included in Exhibit F
hereto; the bonds of Collateral Series E and the Trustee’s certificate of
authentication to be endorsed thereon shall be substantially in the form
included in Exhibit G hereto; the bonds of Collateral Series F and the Trustee’s
certificate of authentication to be endorsed thereon shall be substantially in
the form included in Exhibit H hereto; and the bonds of Collateral Series G and
the Trustee’s certificate of authentication to be endorsed thereon shall be
substantially in the form included in Exhibit I hereto; 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, the bonds of Guarantee Series B, the bonds of Collateral Series
A, the bonds of Collateral Series B, the bonds of Collateral Series C, the bonds
of Collateral Series D, the bonds of Collateral Series E, the
bonds of Collateral
Series F, and the bonds of Collateral Series G, as
provided and contemplated by Sections 2.01(a) and 3.01(b) of the Indenture, and
the Company has requested and hereby requests the Trustee to join in the
execution of this Supplemental
Indenture; 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
   2
  part thereof, for
the purpose, among others, of providing for the creation of any series of Bonds
and specifying the form and provisions of the Bonds of such series;
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:
  ARTICLE
I
  DEFINITIONS
  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.
  “Administrative
Agent” shall mean Barclays Bank PLC, New York Branch, as Administrative
Agent under each of the Reimbursement Agreements or any successor thereto as
such Administrative Agent thereunder.
  “Banks”
shall mean, with respect to each of the Reimbursement Agreements, the Fronting
Bank and the other participating banks parties to such Reimbursement
Agreement.
  “BCIDA 2005-A
Revenue Bonds” means the $72,650,000 aggregate principal amount of Beaver
County Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the Beaver County Industrial
Development Authority.
  “BCIDA 2005-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 16, 2005 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the BCIDA 2005-A Revenue
Bonds.
  “BCIDA 2006-A
Revenue Bonds” means the $60,000,000 aggregate principal amount of Beaver
County Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the Beaver County Industrial
Development Authority.
    3
  “BCIDA 2006-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of April 3, 2006 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, KeyBank National Association, as Syndication Agent, and the
Banks, pursuant to which a letter of credit was issued by the Fronting Bank in
favor of the trustee for the BCIDA 2006-A Revenue Bonds.
  “bonds
of June 2009 Collateral Series” means collectively,the
bonds of Collateral Series A, the bonds of Collateral Series B, the bonds of
Collateral Series C, the bonds of Collateral Series D, the bonds of Collateral Series E, the
bonds of Collateral
Series F, and the bonds of Collateral Series
G
  “Fronting
Bank” shall mean Barclays Bank PLC, New York Branch, as Fronting Bank
under each of the Reimbursement Agreements or any successor thereto as such
Fronting Bank thereunder.
  “Guaranteed
Parties” shall mean The Cleveland Electric Illuminating Company, The
Toledo Edison Company and Ohio Edison Company, as guaranteed parties under the
Guaranty Agreement.
  “Guaranty
Agreement” shall mean that certain Surplus Margin Guaranty dated as of
June 16, 2009 by the Company in favor of the Guaranteed Parties.
  “Initial Interest
Accrual Date” shall have the meaning assigned to such term in the form of
bond of Guarantee Series A.
  “Interest Payment
Date” shall have the meaning assigned to such term in the respective form
of bond of Series.
  “OAQDA 2005-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 16, 2005 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the OAQDA 2005-A Revenue
Bonds.
  “OAQDA 2005-A
Revenue Bonds” means the $8,000,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the Ohio Air Quality Development
Authority.
  “OAQDA 2005-B
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 16, 2005 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the OAQDA 2005-B Revenue
Bonds.
   4
   “OAQDA 2005-B
Revenue Bonds” means the $7,200,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-B (FirstEnergy
Nuclear Generation Corp. Project) issued by the Ohio Air Quality Development
Authority.
  “OWDA 2005-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 16, 2005 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the OWDA 2005-A Revenue
Bonds.
  “OWDA 2005-A
Revenue Bonds” means the $99,100,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the Ohio Water Development
Authority.
  “OWDA 2005-B
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 16, 2005 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the OWDA 2005-B Revenue
Bonds.
  “OWDA 2005-B
Revenue Bonds” means the $82,800,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-B (FirstEnergy
Nuclear Generation Corp. Project) issued by the Ohio Water Development
Authority.
  “OWDA 2006-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of April 3, 2006 (as amended), among the
Company, Barclays Bank, PLC, New York Branch, as Administrative Agent and
Fronting Bank, and the Banks, pursuant to which a letter of credit was issued by
the Fronting Bank in favor of the trustee for the OWDA 2006-A Revenue
Bonds.
  “OWDA 2006-A
Revenue Bonds” means the $46,500,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the Ohio Water Development
Authority.
  “OWDA 2009-A
Revenue Bonds” means the $107,500,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy
Nuclear Generation Corp. Project) to be issued by the Ohio Water Development
Authority.
  “OWDA 2009-A
Revenue Bond Indenture” means the Trust Indenture, dated as of June 1,
2009, between the Ohio Water Development Authority and the OWDA 2009-A Revenue
Bond Trustee, securing the OWDA 2009-A Revenue Bonds issued for the benefit of
the Company.
  “OWDA 2009-A
Revenue Bond Trustee” means The Bank of New York Mellon Trust Company,
N.A., as trustee under that certain OWDA 2009-A Revenue Bond
Indenture.
   5
  “Reimbursement
Agreements” means the BCIDA 2005-A Reimbursement Agreement, the BCIDA
2006-A Reimbursement Agreement, the OAQDA 2005-A Reimbursement Agreement, the
OAQDA 2005-B Reimbursement Agreement, the OWDA 2005-A Reimbursement Agreement,
the OWDA 2005-B Reimbursement Agreement and the OWDA 2006-A Reimbursement
Agreement.
  The terms “Available
Amount,” “Commitments,”
“Letter of
Credit,” “Obligations,”
and “Tender
Advances” shall have the respective meanings assigned to those terms in
the respective Reimbursement Agreements.
  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.
  ARTICLE
II
  BONDS
  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 2033” and, subject to the provisions of the Indenture,
shall be limited to the aggregate principal amount of One Hundred Seven Million
Five Hundred Thousand Dollars ($107,500,000).  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 2011” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Five Hundred Million Dollars ($500,000,000).  The
bonds of Guarantee Series B are to be issued and secured by the Lien of the
Indenture.
  (c)           The
bonds of Collateral Series A shall be designated, as hereinbefore recited, as
the Company’s “First Mortgage Bonds, Collateral Series A of 2009 due 2010” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Eight Million Seventy-Nine Thousand Dollars
($8,079,000).  The bonds of Collateral Series A are to be issued and
secured by the Lien of the Indenture.
  (d)           The
bonds of Collateral Series B shall be designated, as hereinbefore recited, as
the Company’s “First Mortgage Bonds, Collateral Series B of 2009 due 2010” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Seven Million Two Hundred Seventy-Two Thousand Dollars
($7,272,000).  The bonds of Collateral Series B are to be issued and
secured by the Lien of the Indenture.
  (e)           The
bonds of Collateral Series C shall be designated, as hereinbefore recited, as
the Company’s “First Mortgage Bonds, Collateral Series C of 2009 due 2010” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of One Hundred
   6
  Million
Seventy-Eight Thousand Dollars ($100,078,000).  The bonds of Collateral Series C are to be
issued and secured by the Lien of the Indenture.
  (f)           The
bonds of Collateral
Series D shall be designated, as hereinbefore recited, as the Company’s “First
Mortgage Bonds, Collateral Series D of 2009
due 2010” and, subject to the provisions of the Indenture, shall be limited to
the aggregate principal amount of Eighty-Three Million Six Hundred Seventeen
Thousand Dollars ($83,617,000).  The bonds of Collateral Series D are to be
issued and secured by the Lien of the Indenture.
  (g)           The
bonds of Collateral
Series E shall be designated, as hereinbefore recited, as the Company’s “First
Mortgage Bonds, Collateral Series E of 2009
due 2010” and, subject to the provisions of the Indenture, shall be limited to
the aggregate principal amount of Seventy Three Million Three Hundred
Sixty-Seven Thousand Dollars ($73,367,000).  The bonds of Collateral Series E are to be
issued and secured by the Lien of the Indenture.
  (h)           The
bonds of Collateral
Series F shall be designated, as hereinbefore recited, as the Company’s “First
Mortgage Bonds, Collateral Series F of 2009
due 2011” and, subject to the provisions of the Indenture, shall be limited to
the aggregate principal amount of Forty-Six Million Nine Hundred Fifty-Nine
Thousand Dollars ($46,959,000).  The bonds of Collateral Series F are to be
issued and secured by the Lien of the Indenture.
  (i)           The
bonds of Collateral
Series G shall be designated, as hereinbefore recited, as the Company’s “First
Mortgage Bonds, Collateral Series G of 2009
due 2011” and, subject to the provisions of the Indenture, shall be limited to
the aggregate principal amount of Sixty Million Five Hundred Ninety-Two Thousand
Dollars ($60,592,000).  The bonds of Collateral Series G 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 June 2009 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, B, C, D, E, F, G, H and I
hereto.  The bonds of June 2009 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.
   7
  (d)           Interest
shall be payable on the bonds of Guarantee Series B as set forth in the form of
the bonds of Guarantee Series B.  The maturity date of the bonds of
Guarantee Series B shall be as set forth in the form of the bonds of Guarantee
Series B.
  (e)           The
bonds of Collateral
Series A shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series A on
an Interest Payment Date to equal the amount of outstanding Obligations under
the OAQDA 2005-A Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the OAQDA 2005-A Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series A shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series A shall
bear interest until the principal thereof shall be paid in full.
  (f)           The
interest on the bonds of Collateral Series A so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (g)           The
bonds of Collateral
Series B shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series B on
an Interest Payment Date to equal the amount of outstanding Obligations under
the OAQDA 2005-B Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the OAQDA 2005-B Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series B shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series B shall
bear interest until the principal thereof shall be paid in full.
  (h)           The
interest on the bonds of Collateral Series B so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (i)           The
bonds of Collateral
Series C shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series C on
an Interest Payment Date to equal the amount of outstanding Obligations under
the OWDA 2005-A Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the OWDA 2005-A Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series C shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series C shall
bear interest until the principal thereof shall be paid in full.
   8
   (j)           The
interest on the bonds of Collateral Series C so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (k)           The
bonds of Collateral
Series D shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series D on
an Interest Payment Date to equal the amount of outstanding Obligations under
the OWDA 2005-B Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the OWDA 2005-B Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series D shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series D shall
bear interest until the principal thereof shall be paid in full.
  (l)           The
interest on the bonds of Collateral Series D so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (m)           The
bonds of Collateral
Series E shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series E on
an Interest Payment Date to equal the amount of outstanding Obligations under
the BCIDA 2005-A Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the BCIDA 2005-A Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series E shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series E shall
bear interest until the principal thereof shall be paid in full.
  (n)           The
interest on the bonds of Collateral Series E so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (o)           The
bonds of Collateral
Series F shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series F on
an Interest Payment Date to equal the amount of outstanding Obligations under
the OWDA 2006-A Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the OWDA 2006-A Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series F shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days
   9
  for the actual
days elapsed).  The bonds of Collateral Series F shall
bear interest until the principal thereof shall be paid in full.
  (p)           The
interest on the bonds of Collateral Series F so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.
  (q)           The
bonds of Collateral
Series G shall bear interest on each day that they are outstanding at such rate
or rates per annum as shall cause the amount of interest payable on the bonds of
Collateral Series G on
an Interest Payment Date to equal the amount of outstanding Obligations under
the BCIDA 2006-A Reimbursement Agreement (other than Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the BCIDA 2006-A Reimbursement Agreement) payable on
such Interest Payment Date; provided, however, such
interest rate or rates on the bonds of Collateral Series G shall not
exceed ten percent (10%) per annum (calculated on the basis of a year of 360
days for the actual days elapsed).  The bonds of Collateral Series G shall
bear interest until the principal thereof shall be paid in full.
  (r)           The
interest on the bonds of Collateral Series G so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental 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 OWDA
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 OWDA 2009-A Revenue Bonds.  The bonds of Guarantee
Series B shall be issued, delivered, and pledged to, and registered in the name
of, FirstEnergy Service Company, as Custodian, under the Custodian Agreement (as
defined below) pursuant to which it acts on behalf of the Guaranteed Parties
under the Guaranty Agreement, in order to secure and provide for, and as
collateral security for, the Company’s obligations under the Guaranty
Agreement.  The bonds of Collateral Series A shall be
issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OAQDA 2005-A Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising thereunder.  The bonds of Collateral Series B shall be
issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OAQDA 2005-B Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising thereunder.  The bonds of Collateral Series C shall be
issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OWDA 2005-A Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising thereunder.  The bonds of Collateral Series D shall be
issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OWDA 2005-B Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising
   10
  thereunder.  The
bonds of Collateral
Series E shall be issued, delivered, and pledged to, and registered in the name
of, the Administrative Agent under the BCIDA 2005-A Reimbursement Agreement in
order to secure and provide for, and as collateral security for, the due and
punctual payment of the Obligations arising thereunder.  The bonds of
Collateral Series F
shall be issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OWDA 2006-A Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising thereunder.  The bonds of Collateral Series G shall be
issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the BCIDA 2006-A Reimbursement Agreement in order to
secure and provide for, and as collateral security for, the due and punctual
payment of the Obligations arising thereunder.
  SECTION
2.04.  Credit for
Payments of the Revenue Bonds and Payments under the Reimbursement
Agreements.  (a) If and when the principal of any OWDA 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 OWDA 2009-A Revenue Bonds
is given by the Company to the Trustee.
  (b)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series A, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the OAQDA 2005-A Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OAQDA 2005-A Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series A shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the OAQDA 2005-A Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the 2005-A OAQDA
Reimbursement Agreement or under the bonds of Collateral Series A shall
reduce the stated principal amount of the bonds of Collateral Series A unless,
and only to the extent that, the OAQDA 2005-A Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the OAQDA 2005-A Reimbursement Agreement.
  (c)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series A, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the OAQDA 2005-A Reimbursement Agreement has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
   11
   (d)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series B, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the OAQDA 2005-B Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OAQDA 2005-B Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series B shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the OAQDA 2005-B Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the OAQDA 2005-B
Reimbursement Agreement or under the bonds of Collateral Series B shall
reduce the stated principal amount of the bonds of Collateral Series B unless,
and only to the extent that, the OAQDA 2005-B Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the OAQDA 2005-B Reimbursement Agreement.
  (e)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series B, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the OAQDA 2005-B Reimbursement Agreement has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
  (f)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series C, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the OWDA 2005-A Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OWDA 2005-A Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series C shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the OWDA 2005-A Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the OWDA 2005-A
Reimbursement Agreement or under the bonds of Collateral Series C shall
reduce the stated principal amount of the bonds of Collateral Series C unless,
and only to the extent that, the OWDA 2005-A Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the OWDA 2005-A Reimbursement Agreement.
  (g)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series C, as the
same shall become due
   12
  and payable,
has been credited in accordance with this Section 2.04 unless and until it shall
have received a written notice (including a telecopy or other form of written
communication) from an authorized representative of the Administrative Agent
stating that payment of Obligations due under the OWDA 2005-A Reimbursement
Agreement has become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
  (h)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series D, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the OWDA 2005-B Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OWDA 2005-B Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series D shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the OWDA 2005-B Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the OWDA 2005-B
Reimbursement Agreement or under the bonds of Collateral Series D shall
reduce the stated principal amount of the bonds of Collateral Series D unless,
and only to the extent that, the OWDA 2005-B Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the OWDA 2005-B Reimbursement Agreement.
  (i)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series D, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the OWDA 2005-B Reimbursement Agreement has become due and payable and
has not been fully paid and specifying the amount of funds required to make such
payment.
  (j)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series E, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the BCIDA 2005-A Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the BCIDA 2005-A Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series E shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the BCIDA 2005-A Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the BCIDA 2005-A
Reimbursement Agreement or under the bonds of Collateral Series E shall
reduce the stated principal amount of the bonds of Collateral Series E unless,
and only to
   13
   the extent
that, the BCIDA 2005-A Reimbursement Agreement shall be terminated concurrently
therewith in accordance with the provisions of Section 2.02(c) of the BCIDA
2005-A Reimbursement Agreement.
  (k)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series E, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the BCIDA 2005-A Reimbursement Agreement has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
  (l)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series F, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the OWDA 2006-A Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OWDA 2006-A Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of Collateral Series F shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the OWDA 2006-A Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the OWDA 2006-A
Reimbursement Agreement or under the bonds of Collateral Series F shall
reduce the stated principal amount of the bonds of Collateral Series F unless,
and only to the extent that, the OWDA 2006-A Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the OWDA 2006-A Reimbursement Agreement.
  (m)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series F, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the OWDA 2006-A Reimbursement Agreement has become due and payable and
has not been fully paid and specifying the amount of funds required to make such
payment.
  (n)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Collateral Series G, whether
on an Interest Payment Date, at maturity, upon redemption, upon acceleration or
otherwise, in an amount equal to the amount, if any, paid by or for the account
of the Company in respect of any corresponding payment of the Obligations
outstanding under the BCIDA 2006-A Reimbursement Agreement (other than Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the BCIDA 2006-A Reimbursement
Agreement).  The obligation of the Company to make any payment with
respect to the principal of the bonds of
   14
   Collateral Series G shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company an
equivalent amount of Obligations constituting demand loans pursuant to Section
2.04 of the BCIDA 2006-A Reimbursement Agreement.  No payment of
principal of such Tender Advances or demand loans under the BCIDA 2006-A
Reimbursement Agreement or under the bonds of Collateral Series G shall
reduce the stated principal amount of the bonds of Collateral Series G unless,
and only to the extent that, the BCIDA 2006-A Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the BCIDA 2006-A Reimbursement Agreement.
  (o)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Collateral Series G, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Administrative Agent stating that payment of Obligations
due under the BCIDA 2006-A Reimbursement Agreement has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
  SECTION
2.05.  Execution of
Bonds.  The bonds of June 2009 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 June 2009 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 June 2009 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 A shall not be transferable
except (i) to a successor to the OWDA 2009-A Revenue Bond Trustee under the OWDA
2009-A 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.  The bonds of Guarantee
Series B shall not be transferable except (i) to a successor to FirstEnergy
Service Company, an Ohio corporation (“FirstEnergy
Service”) as Custodian, under the Custodian Agreement dated as of June
16, 2009, among FirstEnergy Service and the Guaranteed Parties, relating to the
Guaranty Agreement, (ii) in connection with the exercise of the rights and
remedies of the holder thereof consequent upon an “event of default” or an
“early termination date” as defined in the Agreements referred to in the
Guaranty Agreement or 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.  The bonds of June 2009 Collateral Series shall not be
transferable except (i) to a successor to the respective Administrative Agent
under the respective Reimbursement Agreement, (ii) in connection with the
exercise of the rights and remedies of the holder thereof consequent upon
an
   15
  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 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 June 2009 Series shall be
issued in the denomination of $1,000 and any integral multiple
thereof.  The bonds of June 2009 Series shall each be numbered R-1 and
consecutively upwards.
  SECTION
2.08.  Temporary
Bonds.  Until definitive bonds of June 2009 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 June 2009 Series
without coupons.
  SECTION
2.09.  Mandatory
Redemption.  The bonds of June 2009 Series shall be subject to
mandatory redemption as provided in the respective forms thereof.
  SECTION
2.10.  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 (as defined in the Indenture),
including the real property legally described on Exhibit J 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.
  ARTICLE
III
  AMENDMENTS
   SECTION
3.01                                Amendments.                                  The
Indenture is hereby amended in the following respects.
  (a)           Section
4.03(b)(iv) is amended and restated in its entirety as follows:
     16
    “(iv)
              in case any
      Property Additions acquired, made or constructed after the date of the
      execution and delivery of this Indenture are shown by the Engineer’s
      Certificate provided for in clause (ii) above to have been acquired,
      made or constructed in whole or in part through the delivery of securities
      or other property, a written appraisal of an Engineer or Appraiser
      stating, in the judgment of such Engineer or Appraiser, the fair market
      value in cash of such securities or other property at the time of delivery
      thereof in payment for or for the acquisition of such Property Additions;”
      and
  (b)           The
real property description set forth on Exhibit A of the Original Indenture is
hereby deleted and replaced with the real property description set forth on
Exhibit J attached to this Supplemental Indenture and incorporated herein by
reference.
  
 ARTICLE
IV
  MISCELLANEOUS
   SECTION
4.01                                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 June 2009 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
4.02                                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
4.03                                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
4.04                                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.
 
 
 [Remainder of this
page intentionally left blank.]
      17
   IN WITNESS WHEREOF,
FIRSTENERGY NUCLEAR 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.
  FIRSTENERGY
      NUCLEAR GENERATION CORP.By:
              /s/ James F.
      PearsonJames F.
      PearsonVice President
      and TreasurerTHE BANK OF
      NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeBy:
              /s/ Biagio S.
      ImpalaBiagio S.
      ImpalaVice
      President
  
  STATE OF
OHIO                             
     )
  )ss.:
  COUNTY
OF                                 
        )
  On the 15th day of
June, 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 NUCLEAR 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 NUCLEAR 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 15th day of
June, 2009.
  /s/ Kathleen
      M. Hofacre________________,
      Notary PublicCommission
      Expires______________
 [Seal]
      
   STATE OF
OHIO                                     )
 )ss.:
 COUNTY OF
CUYAHOGA                   
)
   On the 15 day of
June, 2009, personally appeared before me, a Notary Public in and for the said
County and State aforesaid, Biagio S. Impala, to me known and known to me to be
a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., the
national banking association which executed the foregoing instrument, and who
severally acknowledged that he did sign such instrument as such Vice President
for and on behalf of said national banking association and that the same is his
free act and deed and the free and corporate act and deed of said national
banking association.
  IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 15 day of June, 2009.
  J.
      Weber________________,
      Notary PublicCommission
      Expires ______________
 [Seal]
     
     The
Bank of New York Mellon Trust Company, N.A. hereby certifies that its precise
name and
 address as Trustee
is:
  The
Bank of New York Mellon Trust Company, N.A.
 Global Corporate
Trust
 1660
West 2nd Street,
Suite 830
 Cleveland, Ohio 44113
  THE BANK OF
      NEW YORK MELLON TRUST
                    COMPANY,
      N.A.By:
                  /s/ Biagio S.
      ImpalaBiagio S.
      ImpalaVice
      President
 
     
  
  THIS INSTRUMENT
PREPARED BY:
 
 Lucas F.
Torres
 Akin Gump Strauss
Hauer & Feld LLP
 One
Bryant Park
 New
York, NY 10036
    
  
  
  Exhibit
A
  [FORM OF FIRST MORTGAGE BOND
OF GUARANTEE SERIES A]
 
 This
Bond is not transferable except (i) to a successor trustee under the
Trust  Indenture, dated as of June 1, 2009, between the Ohio Water
Development Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee, referred to herein, (ii) in connection with the exercise of the rights
and remedies of the holder hereof consequent upon an “Event of Default” as
defined in the Indenture referred to herein 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.
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Guarantee Series A of 2009 due 2033
  Due
June 1, 2033
   $[_____________________]                                                                                                                                                                                                                                                             
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Revenue Bond
Trustee”) under that certain Trust Indenture, dated as of June 1, 2009,
between the Ohio Water Development Authority and the Revenue Bond Trustee,
securing $107,500,000 of State of Ohio Pollution Control Revenue Refunding
Bonds, Series 2009-A (FirstEnergy Nuclear Generation Corp. Project) issued for
the benefit of the Company (the “Revenue
Bonds”) (such Trust Indenture, as amended from time to time, hereinafter
the “Revenue Bond
Indenture”), or registered assigns, on June 1, 2033, the principal sum of
[_____________________] Dollars, and to pay interest on the unpaid principal
amount from the Initial Interest Accrual Date (as hereinafter defined) at the
Revenue Bond Interest Rate (as hereinafter defined) per annum payable
semi-annually on June 1 and December 1 in each year commencing on the June 1 or
December 1 immediately succeeding the Initial Interest Accrual Date (each such
date herein referred to as an “Interest Payment
Date”) on and until maturity, or, in the case of any Bonds of this series
duly called for redemption, on and until the redemption date, or in the case of
any default by the Company in the payment of the principal due on any Bonds of
this series, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture (as hereinafter
defined). The
interest on each Bond of this series 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 the date of such
payment.  The principal of, and the interest on, this Bond shall be
payable at the office or agency of the Company in the City of Cleveland, State
of Ohio 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.
   Exhibit
A-1
  This Bond is one of
an issue of Bonds of the Company known as its First Mortgage Bonds, issued and
to be issued in one or more series under and secured by an Open-End Mortgage,
General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A., a
national banking association organized and existing under the laws of the United
States of America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”), to
which Open-End Mortgage, General Mortgage Indenture and Deed of Trust and all
indentures supplemental thereto (collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Guarantee Series A of 2009 due
2033,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$107,500,000.
  If and when the
principal of any Revenue Bonds is paid, then there is deemed to be paid an equal
principal amount of the Bonds of this series then outstanding; provided,
however, that such payment of the Bonds of this series is deemed to be made only
when and to the extent that notice of such payment of such Revenue Bonds is
given by the Company to the Trustee.
  The Bonds of this
series shall be redeemed by the Company in whole at any time prior to maturity
at a redemption price of 100% of the principal amount thereof plus accrued and
unpaid interest to the date of redemption following receipt by the Trustee of
written demand for redemption (a “Redemption
Demand”) from an authorized representative of the Revenue Bond Trustee
under the Revenue Bond Indenture stating that the principal amount of all the
Revenue Bonds then outstanding under the Revenue Bond Indenture has been
declared due and payable pursuant to the provisions of Section 11.02 of the
Revenue Bond Indenture, specifying the date of the accelerated maturity of such
Revenue Bonds and the date or dates from which interest on the Revenue Bonds has
then accrued and is unpaid (specifying the rate or rates of such accrual and the
principal amount of the particular Revenue Bonds to which such rates apply),
stating such declaration of maturity has not been annulled and demanding payment
of the principal amount of the Bonds of this series plus accrued interest
thereon to the date fixed for such redemption. The date fixed for such
redemption shall be set forth in the aforesaid Redemption Demand and shall not
be earlier than the date specified in such Redemption Demand as the date of
accelerated maturity of the Revenue Bonds then outstanding under the Revenue
Bond Indenture and not later than forty-five days after the Trustee’s receipt of
such Redemption Demand unless such forty-fifth day is earlier than such date of
accelerated maturity.  The Revenue Bond Trustee as the sole holder of
the Bonds of this series, and any successor thereto, hereby irrevocably waives
any requirement of notice of such redemption under Section 5.04 of the
Indenture.  Upon receipt of the aforesaid Redemption Demand, the
earliest date from which unpaid interest on the Revenue Bonds has then accrued
(as specified by the Revenue Bond Trustee in the Redemption Demand) shall become
the initial interest accrual date (the “Initial Interest
Accrual Date”) with respect to the Bonds of this series; provided,
however, on any
   Exhibit
A-2
   demand for payment
of the principal amount thereof at maturity as a result of the principal of the
Revenue Bonds becoming due and payable on the maturity date of the Bonds of this
series, the earliest date from which unpaid interest on the Revenue Bonds has
then accrued shall become the Initial Interest Accrual Date with respect to the
Bonds of this series, such date, together with each other different date from
which unpaid interest on the Revenue Bonds has then accrued, to be as stated in
a written notice from the Revenue Bond Trustee to the Trustee, which notice
shall also specify the rate or rates of such accrual and the principal amount of
the particular Revenue Bonds to which such rate or rates apply.  Such
redemption shall become null and void for all purposes under the Indenture
(including the fixing of the Initial Interest Accrual Date with respect to the
Bonds of this series) upon receipt by the Trustee of written notice from the
Revenue Bond Trustee of the annulment of the acceleration of the maturity of the
Revenue Bonds then outstanding under the Revenue Bond Indenture and of the
rescission of the aforesaid Redemption Demand prior to the redemption date
specified in the Redemption Demand, and thereupon no redemption of the Bonds of
this series and no payment in respect thereof as specified in the Redemption
Demand, shall be effected or required.  But no such rescission shall
extend to any subsequent Redemption Demand from the Revenue Bond Trustee or
impair any right consequent on any such subsequent Redemption
Demand.
  The “Revenue Bond
Interest Rate” shall be the same rate of interest per annum as is borne
by the Revenue Bonds; provided, however, that if there are different rates of
interest borne by the Revenue Bonds, or if interest is required to be paid on
the Revenue Bonds more frequently than on each June 1 or December 1, the Revenue
Bond Interest Rate shall be the rate that results in the total amount of
interest payable on an Interest Payment Date, a redemption date or at maturity,
as the case may be, or at any other time interest on this Bond is due and
payable, to be equal to the total amount of unpaid interest that has accrued on
all then outstanding Revenue Bonds.
  The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
 
 From and after the
Release Date (as defined in the Revenue Bond Indenture), the Bonds of this
series shall be deemed fully paid, satisfied and discharged and the obligation
of the Company thereunder shall be terminated.  On the Release Date or
promptly following, the Bonds of this series shall be surrendered to and
cancelled by the Trustee.
 
 No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
   Exhibit
A-3
  
 This Bond is
nontransferable except to (i) effect transfer to any successor to the Revenue
Bond Trustee under the Revenue Bond Indenture, (ii) in connection with the
exercise of the rights and remedies of the holder hereof 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.  But
this Bond is exchangeable by the registered holder hereof, in person or by
attorney duly authorized, at the Corporate Trust Office of the Trustee, any such
permitted transfer or exchange to be made in the manner and upon the conditions
prescribed in the Indenture, upon the surrender and cancellation of this Bond
and the payment of any applicable taxes and fees required by law, and upon any
such transfer or exchange a new registered Bond or Bonds of the same series and
tenor, will be issued to the authorized transferee, or the registered holder, as
the case may be. The Company and the Trustee may deem and treat the person in
whose name this Bond is registered as the absolute ownerfor the purpose of receiving
payment of or on account of the principal and interest due hereon and for all
other purposes.
 
 This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR
GENERATION
 CORP.
  By:
____________________________
 Title:
  Attest:




Title:
   
 [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST
 COMPANY, N.A.,as
Trustee
 
 
 
 
  Exhibit
A-4
    By:___________________________
 Authorized Signatory
        Exhibit
A-5
 
 Exhibit
B
  
  [FORM OF FIRST MORTGAGE BOND
OF GUARANTEE SERIES B]
 
 This Bond is not
transferable except (i) to a successor to FirstEnergy Service Company, as
Custodian, under the Custodian Agreement referred to herein pursuant to which it
acts on behalf of The Cleveland Electric Illuminating Company, The Toledo Edison
Company and Ohio Edison Company, as Guaranteed Parties under the Guaranty
Agreement, of the Company, as Guarantor, as referred to herein, (ii) in
connection with the exercise of the rights and remedies of the holder hereof
consequent upon an “Event of
Default” or an “Early Termination Date”as defined in the Agreements
referred to in the GuarantyAgreement
or 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.
 
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Guarantee Series B of 2009 due 2011
  Due
May 31, 2011
  Maximum Principal
  Amount:
$[                              ]                                                                                                                                                                                                                                               
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to FirstEnergy Service Company, a corporation
of the State of Ohio (“FirstEnergy Service”) as Custodian, under the Custodian
Agreement (as defined below), pursuant to which it acts on behalf of The
Cleveland Electric Illuminating Company, The Toledo Edison Company and Ohio
Edison Company, as Guaranteed Parties under the Company’s Guaranty Agreement
(the “Guaranty
Agreement”), or registered assigns, on May 31, 2011, the principal sum
equal to the lesser of (a) the Demand Amount (as defined in the Guaranty
Agreement), if any, due and owing on such date and (b) the maximum principal
amount set forth above.  Interest on the Bonds of this series shall
only be payable in the case of any default by the Company in the payment of the
principal due on any Bonds of this series, until the Company’s obligation with
respect to the payment of such principal shall be discharged as provided in the
Indenture (as hereinafter defined), and shall accrue from the date of such
default until payment at a default rate of 8.0% per annum. The interest on each
Bond of this series so payable 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 the date of such payment.  The principal of, and the
interest on, this Bond shall be payable at the office or agency of the Company
in the City of Cleveland, State of Ohio in any
   Exhibit
B-1
  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.
  This Bond is one of
an issue of Bonds of the Company known as its First Mortgage Bonds, issued and
to be issued in one or more series under and secured by an Open-End Mortgage,
General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A., a
national banking association organized and existing under the laws of the United
States of America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”), to
which Open-End Mortgage, General Mortgage Indenture and Deed of Trust and all
indentures supplemental thereto (collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Guarantee Series B of 2009 due
2011,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$500,000,000.
  Upon receipt of a
Demand Notice (as defined in the Guaranty Agreement) by the Company and the
Trustee from an authorized representative of the holder hereof at any time prior
to maturity, the Bonds of this series shall be redeemed by the Company in whole
on the third Business Day following receipt of such notice at a redemption price
equal to the lesser of (a) the Demand Amount specified in such Demand Notice and
(b) 100% of the aggregate maximum principal amount of Bonds of this series then
outstanding.  Any such redemption shall become null and void for all
purposes under the Indenture upon receipt by the Company and the Trustee of
written notice from an authorized representative of the holder hereof of the
rescission of the aforesaid Demand Notice prior to the redemption date, and
thereupon no redemption of the Bonds of this series and no payment in respect
thereof as specified in the Demand Notice, shall be effected or
required.  But no such rescission shall extend to any subsequent
Demand Notice from an authorized representative of the holder hereof or impair
any right consequent on any such subsequent Demand Notice.
  The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.  In such event,
the aggregate amount due and payable in respect of the Bonds of this series
shall be the Default Amount (as defined in the Guaranty Agreement) as of such
date.  Upon notice to the holder hereof of any such declaration or
acceleration, the holder shall provide the Trustee with a calculation of such
Default Amount.
 
 No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past,
   Exhibit
B-2
  present or future of
the Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
 
 This Bond is
nontransferable except to (i) effect transfer to any successor to FirstEnergy
Service, as Custodian, under the Custodian Agreement, dated as of June 16, 2009,
among FirstEnergy Service and the Guaranteed Parties, relating to the Guaranty
Agreement (the “Custodian
Agreement”), (ii) in connection with the exercise of the rights and
remedies of the holder hereof consequent upon an “Event of Default” or an “Early
Termination Date”as defined in the
Agreements (as defined in the Guaranty Agreement) or 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.  But this Bond is
exchangeable by the registered holder hereof, in person or by attorney duly
authorized, at the Corporate Trust Office of the Trustee, any such permitted
transfer or exchange to be made in the manner and upon the conditions prescribed
in the Indenture, upon the surrender and cancellation of this Bond and the
payment of any applicable taxes and fees required by law, and upon any such
transfer or exchange a new registered Bond or Bonds of the same series and
tenor, will be issued to the authorized transferee, or the registered holder, as
the case may be. The Company and the Trustee may deem and treat the person in
whose name this Bond is registered as the absolute ownerfor the purpose of receiving
payment of or on account of the principal and interest due hereon and for all
other purposes.
 
 This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
 
  Dated:
_____________
  FIRSTENERGY NUCLEAR
GENERATION CORP.
  By:___________________________
 Title:
   Attest:
   
 Title:
   Exhibit
B-3
 
 [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By:___________________________________
 
  
  Exhibit B-4
  
  Exhibit
C
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES A]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series A of 2009 due 2010
  Due
December 16, 2010
  $[_____________________]                                                                                                                                                                                                                                                            
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, among the Company, Barclays Bank PLC, acting
through its New York Branch, as Fronting Bank and Administrative Agent and the
Banks parties thereto from time to time (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on December 16, 2010, the principal
sum of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual
   Exhibit
C-1
   days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $8,000,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Ohio Air Quality Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and
   Exhibit
C-2
   conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series A of 2009
due 2010,” created by the Supplemental Indenture, as provided for in the
Indenture, and authorized for issuance in an aggregate principal amount of up to
$8,079,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to
the
   Exhibit
C-3
  date fixed for
redemption, of a written notice from the Administrative Agent withdrawing said
Redemption Demand.
   The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: ______________________________
 Title:
  Attest:


Title:
  Exhibit C-4
    Title:
     Exhibit
C-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By: _______________________________________
 Authorized Signatory
  Exhibit
C-6
  
  Exhibit
D
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES B]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series B of 2009 due 2010
  Due
December 16, 2010
  $[_____________________] No.
R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, among the Company, Barclays Bank PLC, acting
through its New York Branch, as Fronting Bank and Administrative Agent and the
Banks parties thereto from time to time (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on December 16, 2010, the principal
sum of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June 15, 2009 (as
    Exhibit D-1
  amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $7,200,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2005-B (FirstEnergy Nuclear
Generation Corp. Project) issued by the Ohio Air Quality Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture,
   Exhibit
D-2
   such Bonds may be in
various principal sums, are issuable in series, may mature at different times,
may bear interest at different rates and may otherwise vary as therein provided;
and this Bond is one Bond of a series entitled “First Mortgage Bonds, Collateral
Series B of 2009 due 2010,” created by the Supplemental Indenture, as provided
for in the Indenture, and authorized for issuance in an aggregate principal
amount of up to $7,272,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the date
fixed for redemption, of a written notice from the Administrative Agent
withdrawing said Redemption Demand.
   Exhibit
D-2
  The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: _____________________________
 Title:
  Attest:




Exhibit D-4
   Title:
    Exhibit
D-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By: ___________________________________
 Authorized Signatory
  Exhibit D-6
  
  Exhibit
E
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES C]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series C of 2009 due 2010
  Due
December 16, 2010
  $[_____________________]                                                                                                                                                                                                                                                             
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, among the Company, Barclays Bank PLC, acting
through its New York Branch, as Fronting Bank and Administrative Agent and the
Banks parties thereto from time to time (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on December 16, 2010, the principal
sum of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual
   Exhibit E-1
   days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $99,100,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Ohio Water Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and
   Exhibit E-2
  conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series C of 2009 due
2010,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$100,078,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the
   Exhibit
E-3
   date fixed for
redemption, of a written notice from the Administrative Agent withdrawing said
Redemption Demand.
   The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: ____________________________
 Title:
  Attest:
    Exhibit
E-4
    
 Title:
     Exhibit
E-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By: _____________________________________
 Authorized Signatory
    Exhibit E-6
  
  Exhibit
F
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES D]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series D of 2009 due 2010
  Due
December 16, 2010
  $[_____________________]                                                                                                                                                                                                                                                               
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, among the Company, Barclays Bank PLC, acting
through its New York Branch, as Fronting Bank and Administrative Agent and the
Banks parties thereto from time to time (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on December 16, 2010, the principal
sum of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual
    Exhibit F-1
   days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $82,800,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2005-B (FirstEnergy Nuclear
Generation Corp. Project) issued by the Ohio Water Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and
   Exhibit F-2
   conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series D of 2009 due
2010,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$83,617,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to
the
   Exhibit F-3
   date fixed for
redemption, of a written notice from the Administrative Agent withdrawing said
Redemption Demand.
   The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: ________________________
 Title:
  Attest:
  
     Exhibit F-4
      
 Title:
      Exhibit
F-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By:___________________________________
 Authorized
Signatory
       Exhibit
F-6
  
  Exhibit
G
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES E]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series E of 2009 due 2010
  Due
December 16, 2010
  $[_____________________]                                                                                                                                                                                                                                                               
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, among the Company, Barclays Bank PLC, acting
through its New York Branch, as Fronting Bank and Administrative Agent and the
Banks parties thereto from time to time (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on December 16, 2010, the principal
sum of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual
    Exhibit
G-1
   days
elapsed).Said interest
shall accrue hereon until the principal hereof shall be paid in full, subject to
Section 2.04 of the First Supplemental Indenture dated as of June 15, 2009 (as
amended, supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $72,650,000 aggregate principal amount of Beaver County
Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Beaver County Industrial Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and
    Exhibit
G-2
   conditions
upon which such Bonds are, and are to be, issued and secured, and the rights of
the owners of such Bonds and the Trustee in respect of such
security.  As provided in the Indenture, such Bonds may be in various
principal sums, are issuable in series, may mature at different times, may bear
interest at different rates and may otherwise vary as therein provided; and this
Bond is one Bond of a series entitled “First Mortgage Bonds, Collateral Series E
of 2009 due 2010,” created by the Supplemental Indenture, as provided for in the
Indenture, and authorized for issuance in an aggregate principal amount of up to
$73,367,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to
the
   Exhibit
G-3
   date fixed for
redemption, of a written notice from the Administrative Agent withdrawing said
Redemption Demand.
   The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By:________________________________
 Title:
       Exhibit G-4
    Attest:
     
 Title:
      Exhibit
G-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By:_____________________________________
 Authorized Signatory
    Exhibit G-6
  
  Exhibit
H
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES F]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series F of 2009 due 2011
  Due
April 1, 2011
  $[_____________________]                                                                                                                                                                                                                                                            
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of April 3, 2006, among the Company, Barclays Bank PLC, acting through
its New York Branch, as Fronting Bank and Administrative Agent, KeyBank National
Association, as Syndication Agent, and the Banks parties thereto from time to
time (such Reimbursement Agreement, as amended from time to time, hereinafter
the “Reimbursement
Agreement”), or registered assigns, on April 1, 2011, the principal sum
of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June15, 2009 (as
    Exhibit
H-1
   amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $46,500,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Ohio Water Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture,
    Exhibit
H-2
   such Bonds may be in
various principal sums, are issuable in series, may mature at different times,
may bear interest at different rates and may otherwise vary as therein provided;
and this Bond is one Bond of a series entitled “First Mortgage Bonds, Collateral
Series F of 2009 due 2011,” created by the Supplemental Indenture, as provided
for in the Indenture, and authorized for issuance in an aggregate principal
amount of up to $46,959,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the date
fixed for redemption, of a written notice from the Administrative Agent
withdrawing said Redemption Demand.
    Exhibit
H-3
    The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: ________________________________
 Title:
  Attest:
  
   
    Exhibit H-4
   Title:
       Exhibit
H-5
     [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By: ___________________________________
 Authorized Signatory
     Exhibit H-6
  
  Exhibit
I
  
  [FORM OF FIRST MORTGAGE BOND
OF COLLATERAL SERIES G]
 
 This
Bond is not transferable except (i) to a successor Administrative Agent under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein 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.
  
  FIRSTENERGY
NUCLEAR GENERATION CORP.
  First Mortgage Bond,
Collateral Series G of 2009 due 2011
  Due
April 1, 2011
  $[_____________________]                                                                                                                                                                                                                                                              
No. R-__
 
  FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to [________], as Administrative Agent (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of April 3, 2006, among the Company, Barclays Bank PLC, acting through
its New York Branch, as Fronting Bank and Administrative Agent, KeyBank National
Association, as Syndication Agent, and the Banks parties thereto from time to
time (such Reimbursement Agreement, as amended from time to time, hereinafter
the “Reimbursement
Agreement”), or registered assigns, on April 1, 2011, the principal sum
of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual
    Exhibit
I-1
   days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the First Supplemental Indenture dated as of June 15, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the Bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance
with the provisions of Section 2.02(c) of the Reimbursement
Agreement.  Interest shall accrue on the Bonds of this series from the
date of issuance hereof, and the payment thereof shall be credited as provided
in Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the Bonds of this series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telecopy or other form of written telecommunication) from an
authorized representative of the Administrative Agent stating that such payments
need not continue.  The interest on each Bond of this series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture (as hereinafter defined) and to the provisions
of Section 2.04 of the Supplemental Indenture, be paid to the person in whose
name such Bond is registered on the date of such payment.  The
principal of, and the interest on, this Bond shall be payable at the office or
agency of the Company in the City of Cleveland, State of Ohio 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.
  As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $60,000,000 aggregate principal amount of Beaver County
Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Beaver County Industrial Development
Authority.
  This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and
    Exhibit
I-2
   conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series G of 2009 due
2011,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$60,592,000.
  Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this Bond, but such payment
shall not reduce the principal amount of this Bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this Bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this Bond shall be deemed paid in full and the Holder shall surrender this Bond
to the Trustee for cancellation.
  The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the Bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the
   Exhibit
I-3
   date fixed for
redemption, of a written notice from the Administrative Agent withdrawing said
Redemption Demand.
   The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.
  No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.
  This Bond is
nontransferable except to effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but is exchangeable by the registered
holder hereof, in person or by attorney duly authorized, at the Corporate Trust
Office of the Trustee, any such permitted transfer or exchange to be made in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered holder, as the case may be. The Company and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
ownerfor the purpose of
receiving payment of or on account of the principal and interest due hereon and
for all other purposes.
  This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.
 
 IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.
  Dated:
_____________
  FIRSTENERGY NUCLEAR GENERATION CORP.
  By: _______________________________
 Title:
  Attest:
     Exhibit I-4
     
 Title:
     Exhibit
I-5
    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]
 
 TRUSTEE’S
AUTHENTICATION CERTIFICATE
 
 This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as
Trustee
 
 
 By: ___________________________________
 Authorized Signatory
     Exhibit
I-6
  
  Exhibit
J
 
 
 Property
Description
 
 [TO
BE PROVIDED]
    Exhibit
J-1
      
 Schedule
      1
                                                    
                                                    Filing Offices For the Original
      IndenturePlant
                                                  Jurisdiction/Filing
                                                    Office
                                                  Recording Information
                                                  Date filedDavis
      Besse
                                                  Office
      of the County
                                                    Recorder of Ottawa
                                                    County,
      Ohio
                                                  OR
      Volume 1278, Page
                                                    204
                                                  June
      12, 2009Perry
                                                  Office
      of the County
                                                    Recorder of Lake County,
                                                    Ohio
                                                  Document #
                                                    2009R015200
                                                  June
      12, 2009Beaver
      Valley
                                                  Office
      of the County
                                                    Recorder of Beaver
                                                    County,
      Pennsylvania
                                                  Instrument No. 3346070
                                                  June
      12,
2009
 
   
  Schedule
1-1