FOURTH
SUPPLEMENTAL INDENTURE





__________








FIRSTENERGY
GENERATION CORP.








TO








THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


(formerly
known as The Bank of New York Trust Company, N.A.),


as
Trustee





__________





Dated
as of June 15, 2009





__________





Providing
among other things for





First
Mortgage Bonds, Guarantee Series C of 2009 due 2018





First
Mortgage Bonds, Guarantee Series D of 2009 due 2029





First
Mortgage Bonds, Guarantee Series E of 2009 due 2029





First
Mortgage Bonds, Collateral Series B of 2009 due 2011





First
Mortgage Bonds, Collateral Series C of 2009 due 2011





_________





Supplemental
to Open-End Mortgage, General Mortgage


Indenture
and Deed of Trust, Dated as of June 19, 2008













THIS FOURTH SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of June 15, 2009, between FIRSTENERGY GENERATION
CORP., a corporation organized and existing under the laws of the State of Ohio
(hereinafter called the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), a national banking association organized and
existing under the laws of the United States of America, as Trustee (hereinafter
called the “Trustee”)
under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated
as of June 19, 2008 (hereinafter called the “Original
Indenture”) with the Company.




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, the Company has
heretofore executed and delivered to the Trustee, a First Supplemental Indenture
supplementing the Original Indenture dated as of June 25, 2008 (the “First
Supplemental Indenture”), a Second Supplemental Indenture supplementing
the Original Indenture dated as of March 1, 2009 (the “Second
Supplemental Indenture”), a Third Supplemental Indenture supplementing
the Original Indenture dated as of March 31, 2009 (the “Third
Supplemental Indenture” and the Original Indenture, as supplemented by
the aforementioned First Supplemental Indenture, Second Supplemental Indenture,
Third Supplemental Indenture, this Supplemental Indenture and any other
indentures supplemental to the Original Indenture are herein collectively called
the “Indenture”);
and




WHEREAS, the Company, by
appropriate corporate action in conformity with the terms of the Indenture, has
duly determined to create five new series of Bonds under the Indenture,
consisting of (i) $141,260,000 in aggregate principal amount to be designated as
“First Mortgage Bonds, Guarantee Series C of 2009 due 2018” (hereinafter
referred to as the “bonds of
Guarantee Series C”); (ii) $100,000,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Guarantee Series D of 2009 due 2029
(hereinafter referred to as the “bonds of
Guarantee Series D”); (iii) $6,450,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Guarantee Series E of 2009 due
2029” (hereinafter referred to as the “bonds of
Guarantee Series E”); (iv) $57,159,000 in aggregate principal amount to
be designated as “First Mortgage Bonds, Collateral Series B of 2009 due 2011”
(hereinafter referred to as the “bonds of
Collateral Series B”); and (v) $91,030,000 in aggregate principal amount
to be designated as “First Mortgage Bonds, Collateral Series C of 2009 due 2011”
(hereinafter referred to as the “bonds of
Collateral Series C,” and together with the bonds of Guarantee Series C,
the bonds of Guarantee Series D, the bonds of Guarantee Series E and the bonds
of Collateral Series B, 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 C 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 D 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 Guarantee Series E 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, and 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;




WHEREAS, it is provided in the
Indenture, among other things, that the Company shall execute and file with the
Trustee and the Trustee, at the request of the Company, when required by the
Indenture, shall join in indentures supplemental thereto, and which thereafter
shall form a part thereof, for the purpose, among others of providing for the
creation of any series of Bonds and specifying the form and provisions of the
Bonds of such series; and




WHEREAS, the Company deems it
advisable to enter into this Supplemental Indenture for the purposes of
establishing the form, terms and provisions of the bonds of Guarantee
Series C, the bonds of Guarantee Series D, the bonds of Guarantee Series E,
the bonds of Collateral Series B and the bonds of Collateral Series C 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, 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.






2




“2009-A Revenue
Bonds” means the $6,450,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Water Development
Authority.




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




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




“2009-C Revenue
Bonds” means the $141,260,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2009-C (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Air Quality Development
Authority.




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




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




“2009-D Revenue
Bonds” means the $100,000,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2009-D (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Air Quality Development
Authority.




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




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




“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 2006-A
Revenue Bonds” means the $56,600,000 aggregate principal amount of Beaver
County Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy
Generation Corp. Project) issued by the Beaver County Industrial Development
Authority.




“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






3




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.




“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.




“Initial Interest
Accrual Date” shall have the respective meaning assigned to such term in
the respective form of bond of Guarantee Series C, form of bond of Guarantee
Series D and form of Bond of Guarantee Series E.




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




“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, 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 OWDA 2006-A Revenue Bonds.




“OWDA 2006-A
Revenue Bonds” means the $90,140,000 aggregate principal amount of State
of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy
Generation Corp. Project) issued by the Ohio Water Development
Authority.




“Reimbursement
Agreements” means the BCIDA 2006-A Reimbursement Agreement and the OWDA
2006-A Reimbursement Agreement.




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




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




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 C shall be
designated, as hereinbefore recited, as the Company’s “First Mortgage
Bonds,






4






Guarantee Series C
of 2009 due 2018” and, subject to the provisions of the Indenture, shall be
limited to the aggregate principal amount of One Hundred Forty-One Million Two
Hundred Sixty Thousand Dollars ($141,260,000).  The bonds of Guarantee
Series C are to be issued and secured by the Lien of the Indenture.




(b)           The
bonds of Guarantee Series D shall be designated, as hereinbefore recited, as the
Company’s “First Mortgage Bonds, Guarantee Series D of 2009 due 2029” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of One Hundred Million Dollars ($100,000,000).  The
bonds of Guarantee Series D are to be issued and secured by the Lien of the
Indenture.




(c)           The
bonds of Guarantee Series E shall be designated, as hereinbefore recited, as the
Company’s “First Mortgage Bonds, Guarantee Series E of 2009 due 2029” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Six Million Four Hundred Fifty Thousand Dollars
($6,450,000).  The bonds of Guarantee Series E 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 2011” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Fifty-Seven Million One Hundred Fifty-Nine Thousand Dollars
($57,159,000).  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 2011” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Ninety-One Million Thirty Thousand Dollars
($91,030,000).  The bonds of Collateral Series C 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
and E 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 C shall bear interest from the Initial Interest
Accrual Date as provided in the form of the bond of Guarantee Series C, 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 C shall be as set forth in the form of the bond of Guarantee
Series C.




(c)           The
interest on the bonds of Guarantee Series C 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.








5




(d)           The
bonds of Guarantee Series D shall bear interest from the Initial Interest
Accrual Date as provided in the form of the bond of Guarantee Series D, 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 D shall be
as set forth in the form of the bond of Guarantee Series D.




(e)           The
interest on the bonds of Guarantee Series D 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.




(f)           The
bonds of Guarantee Series E shall bear interest from the Initial Interest
Accrual Date as provided in the form of the bond of Guarantee Series E, 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 E shall be
as set forth in the form of the bond of Guarantee Series E.




(g)           The
interest on the bonds of Guarantee Series E 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.




(h)           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 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 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.




(i)           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.




(j)           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 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 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.






6






(k)           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.




SECTION
2.03.   Bonds Issued as Collateral
Security.  The bonds of Guarantee Series C shall be issued,
delivered, and pledged to, and registered in the name of, the 2009-C Revenue
Bond Trustee in order to secure and provide for, and as collateral security for,
the due and punctual payment of the principal of and interest on the 2009-C
Revenue Bonds.  The bonds of Guarantee Series D shall be issued,
delivered, and pledged to, and registered in the name of, the 2009-D Revenue
Bond Trustee in order to secure and provide for, and as collateral security for,
the due and punctual payment of the principal of and interest on the 2009-D
Revenue Bonds.  The bonds of Guarantee Series E shall be issued,
delivered, and pledged to, and registered in the name of, the 2009-A Revenue
Bond Trustee in order to secure and provide for, and as collateral security for,
the due and punctual payment of the principal of and interest on the 2009-A
Revenue Bonds.  The bonds of Collateral Series B 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.  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 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
2009-A Revenue Bonds is paid, then there is deemed to be paid an equal principal
amount of the bonds of Guarantee Series E then outstanding; provided, however,
that such payment of the bonds of Guarantee Series E is deemed to be made only
when and to the extent that notice of such payment of such 2009-A Revenue Bonds
is given by the Company to the Trustee.




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




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




(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






7




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 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 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 B shall
reduce the stated principal amount of the bonds of Collateral Series B 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.




(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 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.




(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 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 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 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 C shall
reduce the stated principal amount of the bonds of Collateral Series C 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.




(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 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






8




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.




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 June 2009 Series shall not be transferable
except (i) to a successor to the respective Revenue Bond Trustee or
Administrative Agent, as applicable, under the respective Revenue Bond Indenture
or Reimbursement Agreement, as applicable, (ii) in connection with the exercise
of the rights and remedies of the holder thereof consequent upon an event of
default as defined in the Indenture, or (iii) as may be necessary to comply with
a final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.  No charge
shall be made by the Company to the registered owner of any bond of 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, including all Additional Property
heretofore made subject to the Indenture by virtue of one or more supplemental
indentures..






9









ARTICLE
III




MISCELLANEOUS






SECTION
3.01                                Except
as herein otherwise expressly provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture; the Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals herein or in the
bonds of 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
3.02                                As
supplemented by this Supplemental Indenture, the Indenture is in all respects
ratified and confirmed, and the Indenture as herein defined, and this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.




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




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








[Remainder of this
page intentionally left blank.]


10


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




FIRSTENERGY
      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
MEDINA )




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 GENERATION CORP., the
corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President and
Treasurer of FIRSTENERGY GENERATION CORP., the same is his free act and deed and
the free and corporate act and deed of said corporation.




IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 15th day of
June, 2009.




Kimberly A.
      Corrigan________________,
      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 C]





This
Bond is not transferable except (i) to a successor trustee under the
Trust  Indenture, dated as of June 1, 2009, between the Ohio Air
Quality 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
GENERATION CORP.




First Mortgage Bond,
Guarantee Series C of 2009 due 2018




Due
June 1, 2018




$[_____________________]                      No. R-__







FIRSTENERGY 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 Air Quality Development Authority and the Revenue Bond Trustee,
securing $141,260,000 of State of Ohio Pollution Control Revenue Refunding
Bonds, Series 2009-C (FirstEnergy 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, 2018, 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
rate of 5.625% 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








Exhibit
A-1




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.









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 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Fourth 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 C of 2009 due
2018,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$141,260,000.




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 9.02 of the
Revenue Bond Indenture, specifying the date of the accelerated maturity of such
Revenue Bonds and the date from which interest on the Revenue Bonds has then
accrued and is unpaid, 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






Exhibit
A-2




Section 5.04 of the
Indenture.  Upon receipt of the aforesaid Redemption Demand, the 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 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 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 to be as stated
in a written notice from the Revenue Bond Trustee to the
Trustee.  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 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 (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






Exhibit
A-3




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
      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
      TrusteeBy:Authorized
      Signatory













Exhibit
A-4







Exhibit
B




[FORM OF FIRST MORTGAGE BOND
OF GUARANTEE SERIES D]





This
Bond is not transferable except (i) to a successor trustee under the
Trust  Indenture, dated as of June 1, 2009, between the Ohio Air
Quality 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
GENERATION CORP.




First Mortgage Bond,
Guarantee Series D of 2009 due 2029




Due
August 1, 2029




$[_____________________]                      No. R-__







FIRSTENERGY 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 Air Quality Development Authority and the Revenue Bond Trustee,
securing $100,000,000 of State of Ohio Pollution Control Revenue Refunding
Bonds, Series 2009-D (FirstEnergy 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 August 1, 2029, 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 February 1 and August 1 in each year commencing on
the  February 1 or August 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
B-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 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Fourth 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 D of 2009 due
2029,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$100,000,000.




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






Exhibit
B-2




Interest Accrual
Date”) with respect to the Bonds of this series; provided, however, on
any 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 February 1 or August 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
B-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
      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
      TrusteeBy:Authorized
      Signatory


Exhibit
B-4








Exhibit
C




[FORM OF FIRST MORTGAGE BOND
OF GUARANTEE SERIES E]





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
GENERATION CORP.




First Mortgage Bond,
Guarantee Series E of 2009 due 2029




Due
August 1, 2029




$[_____________________]                      No. R-__







FIRSTENERGY 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 $6,450,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 2009-A (FirstEnergy 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 August 1, 2029, 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 February 1 and August 1 in each year commencing on
the  February 1 or August 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
C-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 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Fourth 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 E of 2009 due
2029,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$6,450,000.




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
I






Exhibit
C-2




nterest Accrual
Date”) with respect to the Bonds of this series; provided, however, on
any 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 February 1 or August 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
C-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
      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
      TrusteeBy:Authorized
      Signatory


Exhibit
C-4







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
GENERATION CORP.




First Mortgage Bond,
Collateral Series B of 2009 due 2011




Due
April 1, 2011




$[_____________________]                      No. R-__







FIRSTENERGY 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
D-1




days elapsed).Said interest shall accrue
hereon until the principal hereof shall be paid in full, subject to Section 2.04
of the Fourth 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 $56,600,000 aggregate principal amount of Pollution Control
Revenue Refunding Bonds, Series 2006-A (FirstEnergy 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 19, 2008, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), a national banking association organized and existing
under the laws of the United States of America, as Trustee (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






Exhibit
D-2




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, Collateral 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
$57,159,000.




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
D-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
      GENERATION CORP.By:Title:






Exhibit
D-4




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
      TrusteeBy:Authorized
      Signatory








Exhibit
D-5







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
GENERATION CORP.




First Mortgage Bond,
Collateral Series C of 2009 due 2011




Due
April 1, 2011




$[_____________________]                      No. R-__







FIRSTENERGY 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
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 Fourth 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 $90,140,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy 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 19, 2008, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), a national banking association organized and existing
under the laws of the United States of America, as Trustee (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






Exhibit
E-2






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, Collateral Series C
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
$91,030,000.




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
      GENERATION CORP.By:Title:




Exhibit
E-4


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
      TrusteeBy:Authorized
      Signatory







Exhibit
E-5





Schedule
      1
                                                                            
                                                                            Filing Offices For the Original
      IndenturePlant
                                                                          Jurisdiction/Filing
                                                                            Office
                                                                          Recording
      Information
                                                                          Date
      filedAshtabula
                                                                            Plant
                                                                          Ashtabula
      County -
                                                                            Office of the
      County
                                                                            Recorder of
      Ashtabula
                                                                            County,
      Ohio
                                                                          Instrument No.
                                                                            200800007364
                                                                            
                                                                            Volume 436
      Page 1732
                                                                          06/27/2008Bay Shore
                                                                            Plant
                                                                          Lucas County -
      Office of
                                                                            the County
      Recorder of
                                                                            Lucas County,
      Ohio
                                                                          Instrument
      No.
                                                                            20080627-0032756
                                                                          06/27/2008Bruce
                                                                            Mansfield
                                                                            Plant
                                                                          Beaver County
      - Office
                                                                            ofthe County
      Recorder
                                                                            of Beaver
      County,
                                                                            Pennsylvania
                                                                          Instrument
      No.
                                                                            3326465
                                                                          06/27/2008Burger
                                                                            Plant
                                                                          Belmont County
      - Office
                                                                            of the County
      Recorder
                                                                            of Belmont
      County,
                                                                            Ohio
                                                                          Instrument No.
                                                                            200800004786
                                                                            
                                                                            Volume 0157
      Page 172
                                                                          06/27/2008Eastlake
                                                                            Plant
                                                                          Lake County -
      Office of
                                                                            the County
      Recorder of
                                                                            Lake County,
      Ohio
                                                                          Instrument
      No.
                                                                            2008R018408
                                                                          06/27/2008Edgewater
                                                                            Plant and
                                                                            West Lorain
      Plant
                                                                          Lorain County
      - Office
                                                                            of the County
      Recorder
                                                                            of Lorain
      County, Ohio
                                                                          Instrument
      No.
                                                                            2008-0259135
                                                                          06/27/2008Fremont
                                                                            Plant
                                                                          Sandusky
      County -
                                                                            Office of the
      County
                                                                            Recorder of
      Sandusky
                                                                            County,
      Ohio
                                                                          Instrument
      No.
                                                                            200800004585
                                                                            
                                                                            Official
      Record Book 66
                                                                            Page
      708
                                                                          06/27/2008Lake Shore
                                                                            Plant
                                                                          Cuyahoga
      County -
                                                                            Office of the
      County
                                                                            Recorder of
      Cuyahoga
                                                                            County,
      Ohio
                                                                          Instrument
      No.
                                                                            200806270329
                                                                          06/27/2008Mad River
                                                                            Plant
                                                                          Clark County -
      Office of
                                                                            the County
      Recorder of
                                                                            Clark County,
      Ohio
                                                                          Instrument
      No.
                                                                            200800010888
                                                                            Official
      Record Volume
                                                                            1852Page
      1946
                                                                            Instrument No.
                                                                            200800011009
                                                                            Official
      Record Volume
                                                                            1853 Page
      18
                                                                          06/27/2008
                                                                            
                                                                            
                                                                            
                                                                            06/30/2008
                                                                            (Re-recorded)
     Schedule
1-1
   Schedule
      1
                                                        
                                                        Filing
      Offices For the Original IndenteurePlant
                                                      Jurisdiction/Filing
                                                        Office
                                                      Recording
      Information
                                                      Date
      filedRichland
                                                        Plant
                                                      Defiance
      County -
                                                        Office of the
      County
                                                        Recorder of
      Defiance
                                                        County,
      Ohio
                                                      Instrument
      No.
                                                        200800003811
                                                        
                                                        Official
      Record Book 327
                                                        Page
      482
                                                      06/27/2008Sammis
                                                        Plant
                                                      Jefferson
      County -
                                                        Office of the
      County
                                                        Recorder of
      Jefferson
                                                        County,
      Ohio
                                                      Instrument No.
      232633
                                                        
                                                        Official
      Record Volume
                                                        851 Page
      344
                                                      06/27/2008Seneca
                                                        Plant
                                                      Warren County
      - Office
                                                        of the County
      Recorder
                                                        of Warren
      County,
                                                        Pennsylvania
                                                      Instrument No.
      2008-2962
                                                      06/27/2008Stryker
      Plant
                                                      Williams
      County -
                                                        Office of the
      County
                                                        Recorder of
      Williams
                                                        County,
      Ohio
                                                      Instrument
      No.
                                                        200800082091
                                                        
                                                        Official
      Record Book 0240
                                                        Page
      0516
                                                      06/27/2008











Schedule
1-2