EXHIBIT
10.1
 
 EXECUTION
COPY







AMENDMENT NO.
2




to




LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT









relating
to









$99,100,000 State of
Ohio




Pollution Control
Revenue Refunding Bonds, Series 2005-A




(FirstEnergy Nuclear
Generation Corp. Project)




THIS AMENDMENT NO. 2
TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) is made
as of June 12, 2009 by and among FIRSTENERGY NUCLEAR GENERATION CORP. (the
“Company”),
FIRSTENERGY CORP. and FIRSTENERGY SOLUTIONS CORP., as Guarantors (the “Guarantors”), the
Banks party hereto and BARCLAYS BANK PLC, as Fronting Bank (the “Fronting Bank”) and
as Administrative Agent (the “Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of December 16, 2005, by and among the Company, the Banks from time to
time parties thereto, the Fronting Bank and the Administrative Agent (as amended
by that certain Amendment No. 1 to Letter of Credit and Reimbursement Agreement,
dated as of March 1, 2007, and as the same may be further amended, restated,
supplemented or otherwise modified, the “Agreement”).  Defined
terms used herein and not otherwise defined herein shall have the meaning given
to such terms in the Agreement.




WITNESSETH




WHEREAS, the
Company, the Banks, the Fronting Bank and the Administrative Agent are parties
to the Agreement and the Guarantors are party to certain Guaranty Agreements
related to the Agreement; and




WHEREAS, the
Company, the Guarantors, the Fronting Bank and the Administrative Agent and the
requisite number of Banks under Section 9.01 of the Agreement have agreed to
amend the Agreement on the terms and conditions set forth herein;




NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto have agreed as
follows:




SECTION
1.  Amendments.  Effective
as of the date hereof upon the satisfaction of the conditions precedent set
forth in Section 3(a) below (the “Concurrent Effective
Date”), the Agreement is hereby amended as follows:




1.1.
            The definition
      of the term “Alternate Base Rate” appearing in Section 1.01 of the
      Agreement is amended and restated in its entirety to read as
      follows:















“Alternate Base
Rate” means, for any day, a rate of interest per annumequal to the
highest of (i) the Base Rate for such day, (ii) the sum of the Federal Funds
Rate for such day plus0.50%per annum
and (iii) the LIBO Reference Rate plus 1.00% per annum.




1.2.
            The definition
      of the term “Disclosure Documents” appearing in Section 1.01 of the
      Agreement is amended and restated in its entirety to read as
      follows:




“Disclosure
Documents” means FirstEnergy’s and FES’ Annual Reports on Form 10-K filed
with the SEC for the year ended December 31, 2008, Quarterly Reports on Form
10-Q filed with the SEC for the three months ended March 31, 2009 and Current
Reports on Form 8-K filed with the SEC on or before May 21, 2009.




1.3.
            The definition
      of the term “Guarantor” appearing in Section 1.01 of the Agreement is
      amended and restated in its entirety to read as
  follows:




“Guarantor”
means each of FES, with respect to the FES 2007 Guaranty Agreement and, from and
after the effective date thereof, with respect to the FES Guaranty Agreement,
and FirstEnergy.




1.4.
            The definition
      of the term “Guaranty Agreements” appearing in Section 1.01 of the
      Agreement is amended and restated in its entirety to read as
      follows:




“Guaranty
Agreements” means each of the FirstEnergy Guaranty Agreement, the FES
Guaranty Agreement and the FES 2007 Guaranty Agreement, as the same may be
amended, restated, supplemented or otherwise modified from time to
time.




1.5.
            The definition
      of the term “Total Capitalization” appearing in Section 1.01 of the
      Agreement is amended and restated in its entirety to read as
      follows:




“Total
Capitalization” means, with respect to the applicable Credit Party at any
date of determination the sum, without duplication, of (i) Consolidated Debt of
such Credit Party, (ii) the capital stock (but excluding treasury stock and
capital stock subscribed and unissued) and other equity accounts (including
retained earnings and paid in capital but excluding accumulated other
comprehensive income and loss) of such Credit Party and its Consolidated
Subsidiaries, (iii) consolidated equity of the preference stockholders of such
Credit Party and its Consolidated Subsidiaries, and (iv) the aggregate principal
amount of Trust Preferred Securities of such Credit Party and its Consolidated
Subsidiaries.




1.6.
            Section 1.01
      of the Agreement is amended to add the following definitions in
      appropriate alphabetical order:




“FES 2007 Guaranty
Agreement” means that certain Guaranty, dated as of March 26, 2007,
executed and delivered by FES and acknowledged by the Company, a copy of which
is attached hereto as Exhibit I, as the same may be amended, restated,
supplemented or otherwise modified from time to time.






2




“LIBO Reference
Rate” means, for purposes of determining the Alternate Base Rate under
clause (iii) of the definition thereof, the rate appearing on Telerate Page 3750
(or on any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, on the applicable date of determination,
as the rate for U.S. Dollar deposits with a one-month maturity. In the event
that such rate is not available at such time for any reason, then the “LIBO
Reference Rate” for purposes of determining the Alternate Base Rate under clause
(iii) of the definition thereof, shall be the rate at which U.S. Dollar deposits
of $5,000,000 and for a one-month maturity are offered by the principal London
office of the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, on the applicable
date of determination.




“SEC” means
the United States Securities and Exchange Commission.




1.7.
            Section 2.03
      of the Agreement is amended to insert the following new clause (d) at the
      end thereof:




“(d)  On
the date of any Tender Advance, the Company hereby agrees to pay to the
Administrative Agent, for the ratable account of the Banks, a drawing fee equal
to 1.00% of the amount of such Tender Advance.”




1.8.
            Section
      2.17(e) of the Agreement is amended to delete the phrase “Section 2.03(a)
      and (b)” and to insert in its place the phrase “Section 2.03(a), (b) and
      (d)”.




1.9.
            Section
      4.01(h) of the Agreement is amended to delete the reference to the date
      “December 16, 2005” and to insert in its place a reference to the date
      “May 21, 2009”.




1.10.
            Section 4.01
      of the Agreement is amended to insert the following as new clause
      (u):




“(u)           Guaranteed
Indebtedness.  All Indebtedness of the Company under this
Agreement will constitute “Genco Indebtedness” as defined in the FES 2007
Guaranty Agreement and all Indebtedness of FES under the FES 2007 Guaranty
Agreement will constitute “Guaranteed Obligations” as defined in the Guaranty,
dated as of March 26, 2007, by FirstEnergy Generation Corp. and acknowledged by
FES.”




1.11.
            “Exhibit I”
      attached hereto as Schedule I is inserted as new “Exhibit I” to the
      Agreement.




1.12.
            Annex 1 to the
      Agreement is deleted in its entirety and “Annex 1” attached hereto as
      Schedule II is inserted in the place thereof and each reference in the
      Agreement, including, without limitation, in the definition of the term
      “Pricing Grid”, to “Annex 1” shall mean the “Annex 1” attached
      hereto.






3




SECTION
2.  Amendments.  Effective
as of the date on which all conditions precedent set forth in Section 3(b) below
have been satisfied (the “Contingent Effective
Date”), the Agreement is hereby amended as follows:




2.1.
            The definition
      of the term “Debt” appearing in Section 1.01 of the Agreement is amended
      to insert the following new sentence at the end
  thereof:




For the avoidance of
doubt, "Debt" shall include, as of any date of determination with respect to the
Company, the aggregate obligation of the Company under the first mortgage bonds
issued pursuant to the FMB Mortgage to support the Mark-to-Market Guarantees,
which obligations shall be equal to the aggregate amount of FES' Mark-to-Market
Obligations less (i) the amount of FES’ Mark-to-Market Obligations covered by
cash or letter of credit collateral and (ii) the amount of FES’ Mark-to-Market
Obligations, if any, allocable to first mortgage bonds issued by FirstEnergy
Generation Corp. (“FE
Genco”), in each case as of such date; provided, however, to the extent
FES’ Mark-to-Market Obligations are supported on any date of determination by
first mortgage bonds issued by the Company and first mortgage bonds issued by FE
Genco, the amount of such obligations shall be allocated among such first
mortgage bonds of the Company and FE Genco on a pro rata basis.




2.2.
            The definition
      of the term “First Mortgage Bonds” appearing in Section 1.01 of the
      Agreement is amended and restated in its entirety to read as
      follows:




“First Mortgage
Bonds” means the First Mortgage Bonds, Collateral Series C of 2009 due
2010, evidencing the Obligations hereunder, at any time issued by the Company
and secured by the FMB Mortgage.




2.3.
            The definition
      of the term “First Mortgage Bond Indenture” appearing in Section 1.01 of
      the Agreement is amended to insert the phrase “, including but not limited
      to the FMB Mortgage” at the end
thereof.




2.4.
            The definition
      of the term “Related Documents” appearing in Section 1.01 of the Agreement
      is amended to insert the phrase “, the FMB Mortgage, the First Mortgage
      Bonds” immediately after the words “Remarketing
  Agreement”.




2.5.
            Section 1.01
      of the Agreement is amended to add the following definitions in
      appropriate alphabetical order:




“FES’
Mark-to-Market Obligations” means FES’ mark-to-market obligations under
certain master standard service offer supply agreements with such FirstEnergy
Subsidiaries entered into as a result of FES’ participation in the competitive
bid process conducted on May 13, 2009 to provide retail generation supply in
Ohio for the two-year period commencing June 1, 2009.




“FMB
Mortgage” means that certain Open End Mortgage, General Mortgage
Indenture and Deed of Trust, dated as of June 1, 2009, as amended, restated,
supplemented or otherwise modified from time to time, together with any
supplemental indentures issued pursuant thereto.




4




“Mark-to-Market
Guarantees” means Guarantees by the Company in favor of one or more of
the Ohio public utility company Subsidiaries of FirstEnergy, supporting FES’
Mark-to-Market Obligations, which Guarantees may be secured by first mortgage
bonds issued under the FMB Mortgage.




“Mortgaged
Property” has the meaning assigned to the such term in the FMB
Mortgage.




2.6.
            Section
      4.01(c) of the Agreement is amended to insert the following sentence at
      the end thereof:




“The Company and
each of its Subsidiaries is in compliance with all laws (including, without
limitation, ERISA and Environmental Laws), regulations and order of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, has not had and could
not reasonably be expected to have a  Material Adverse Effect or a
material adverse effect on the Mortgaged Property taken as a whole, the Lien of
the FMB Mortgage on such Mortgaged Property in favor of the “Trustee” (as
defined in the FMB Mortgage) for the benefit of the holders of First Mortgage
Bonds, including the Administrative Agent (for its benefit and for the benefit
of the Banks) or the priority of such Lien.”




2.7.
            Section
      4.01(g) of the Agreement is amended and restated in its entirety to read
      as follows:




“(g)           Bonds Validly
Issued.The
Bonds and the First Mortgage Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and
binding obligations of the Issuer and the First Mortgage Bonds are the legal,
valid and binding obligations of the Company.  The First Mortgage
Bonds are not required to be registered under the Securities Act of 1933, as
amended.”




2.8.
            Section
      4.01(i) of the Agreement is amended to insert the following phrase at the
      end thereof:




“or on the Mortgaged
Property taken as a whole, the Lien of the FMB Mortgage on such Mortgaged
Property in favor of the “Trustee” (as defined in the FMB Mortgage) for the
benefit of the holders of First Mortgage Bonds, including the Administrative
Agent (for its benefit and for the benefit of the Banks) or the priority of such
Lien”




2.9.
            Section
      4.01(l) of the Agreement is amended to insert the following phrase at the
      end thereof:




“, except for
defects in title or interest that would not, in the aggregate, have a material
adverse effect on the Mortgaged Property taken as a whole, the Lien of the FMB
Mortgage on such Mortgaged Property in favor of the “Trustee” (as defined in the
FMB Mortgage) for the benefit of the holders of First Mortgage Bonds including
the Administrative Agent (for its benefit and for the benefit of the Banks) or
the priority of such Liens”




5




2.10.
            Section 4.01
      of the Agreement is amended to insert the following as new clauses (v),
      (w), (x) and (y):




“(v)           First Priority
Mortgage.  The FMB Mortgage creates in favor of the trustee
thereunder for the ratable benefit of the holders of the First Mortgage Bonds, a
legally valid and enforceable first priority security interest in the Mortgaged
Property existing as of the date of issuance of such First Mortgage Bonds and as
of the date of any supplement thereto and constitutes a perfected security
interest in all such Mortgaged Property, subject to (A) “Permitted Liens,” as
defined in the FMB Mortgage, (B) the terms of the franchises, licenses,
easements, leases, permits, contracts and other instruments under which the
Mortgaged Property is held or operated, and (C) such other liens, prior rights
and encumbrances none of which other liens, prior rights and encumbrances, with
minor or insubstantial exceptions, affects from a legal standpoint the security
for the First Mortgage Bonds or the Company’s right to use such properties in
its business. The FMB Mortgage conforms to the requirements of the Trust
Indenture Act of 1939, as amended.




(w)           Title to
Mortgaged Property.  The Company has good title to the
Mortgaged Property, subject only to the exceptions set forth in the FMB Mortgage
and in subsection (v) above, none of which materially impairs the use of the
property affected thereby for the use intended in the operation of the business
of the Company and except for defects in title or interest that would not, in
the aggregate, have a material adverse effect on the value of the Mortgaged
Property.




(x)           Security of First
Mortgage Bonds.  The First Mortgage Bonds have been issued
pursuant to, and entitled to the benefit of, the FMB Mortgage and have been
authenticated and delivered in accordance therewith.




(y)           Principal Amount
of First Mortgage Bonds.  The First Mortgage Bonds have been
validly issued and authenticated, in each case in an aggregate principal amount
of not less than $100,077,425, and remain outstanding and in full force and
effect (except to the extent any reduction in the principal amount of the First
Mortgage Bonds is accompanied by a dollar-for-dollar reduction in the principal
amount of the Bonds).”




2.11.
            Section
      5.01(c) of the Agreement is amended and restated in its entirety to read
      as follows:




“(c)           Maintenance of
Insurance, Etc.  (i) Maintain insurance  with
responsible and reputable insurance companies or associations or through its own
program of self-insurance in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
in the same general areas in which the Company operates and furnish to the
Administrative Agent, within a reasonable time after written request therefor,
such information as to the insurance carried as the Administrative Agent may
reasonably request and (ii) in the event any of the Mortgaged Property is
located in any area that has been designated by the Federal Emergency Management
Agency as a “Special Flood Hazard Area”, purchase and maintain flood




6




insurance on such
Mortgaged Property (including any personal property which is located on any real
property leased by the Company within a “Special Flood Hazard Area” in an amount
which shall at a minimum comply with applicable law, including the Flood
Disaster Protection Act of 1973, as amended, pay when due all premiums on such
insurance and deliver copies of the policies to the Administrative
Agent.  If the Company fails to obtain any insurance as required by
clause (ii) of this subsection (c), the Administrative Agent may obtain such
insurance at the Company’s expense.”




2.12.
            Section
      5.01(g)(xiii) of the Agreement is amended to insert the word “applicable”
      immediately prior to the words “trustee resigns” and to insert the phrase
      “or the FMB Mortgage” immediately after the phrase “under the
      Indenture”.




2.13.
            Clause (iv) of
      Section 5.02(a) of the Agreement is amended and restated to read as
      follows:




“(iv) Liens created
by the Company’s FMB Mortgage and Liens created by any other First Mortgage Bond
Indenture, so long as (A) under the terms thereof no “event of default”
(howsoever designated) in respect of any bonds issued thereunder will be
triggered by reference to an Event of Default or a Default, (B) no such Liens
shall apply to assets acquired from the Company or any Significant Subsidiary if
such assets were free of Liens (other than as a result of a release of such
Liens in contemplation of such acquisition) immediately prior to any such
acquisition and (C) the aggregate amount of Debt, including, without limitation,
the Debt of the Company hereunder, at any time secured by the Liens of the FMB
Mortgage and any such other First Mortgage Bond Indenture shall not be in excess
of $1,525,000,000;”




2.14.
            Section
      5.02(i) is amended to renumber existing clauses (vii), (viii) and (ix) as
      new clauses (viii), (ix) and (x), respectively, and to insert the
      following as new clause (vii):




“(vii) the
Mark-to-Market Guarantees;”




2.15.
            Section
      6.01(k) is amended to insert the following phrase immediately after the
      words “Material Adverse Effect”:




“or a material
adverse effect on the Mortgaged Property taken as a whole, the Lien of the FMB
Mortgage on such Mortgaged Property in favor of the “Trustee” (as defined in the
FMB Mortgage) for the benefit of the holders of First Mortgage Bonds including
the Administrative Agent (for its benefit and for the benefit of the Banks) or
the priority of such Lien”




2.16.
            Section 6.01
      is amended to delete the period at the end of clause (q) thereof and to
      insert in its place a semi-colon (“;”) and the word “or” and to insert the
      following as new clauses (r) and
(s):




“(r)           The
aggregate outstanding principal amount of the First Mortgage Bonds shall be less
than the aggregate outstanding amount of the Bonds; or




7


(s)           (i)
The Obligations shall cease to be evidenced by the First Mortgage Bonds or (ii)
the First Mortgage Bonds shall cease to be equally and ratably secured under the
Mortgage by a valid and perfected, first priority Lien on the Mortgaged
Property, subject only to the items listed in clauses (A), (B) and (C) of Section
4.01(v).”




SECTION
3.  Conditions of
Effectiveness.




(a)       The
effectiveness of the amendments set forth in Section 1 of this Amendment is
subject to the conditions precedent that the Administrative Agent shall have
received:




(i)
            duly executed
      copies of this Amendment from each of the Company, the Guarantors, the
      requisite number of Banks under Section 9.01 of the Agreement, the
      Fronting Bank and the Administrative
Agent;




(ii)
            a
      reaffirmation from each of the Guarantors (as defined giving effect to the
      amendments in Section 1) reaffirming its obligations under the Guaranty
      Agreements (as defined giving effect to the amendments in Section 1) to
      which it is a party, and from FirstEnergy Generation Corp. (“FE Genco”) with
      respect to that certain Guaranty, dated as of March 26, 2007, executed and
      delivered by FE Genco and acknowledged by FES, in form and substance
      reasonably satisfactory to the Administrative
  Agent;




(iii)
            opinions of
      counsel to the Company and the Guarantors relating to enforceability of
      this Amendment and the Related Documents, including the Agreement as
      amended by this Amendment, and general corporate matters, each in form and
      substance reasonably satisfactory to the Administrative Agent;
      and




(iv)
            payment by the
      Borrower of all fees and expenses due and owing by it to the
      Administrative Agent, the Fronting Bank and the Lenders as of the date
      hereof.




(b)       The amendments set forth in Section
2 of this Amendment shall be effective only upon receipt by the Administrative
Agent of each of the following no later than thirty (30) days after the date
hereof, in each case, in form and substance reasonably satisfactory to the
Administrative Agent:




(i)
            copies of each
      document (including any Uniform Commercial Code financing statement)
      required by the Credit Documents or any Related Document or under law or
      reasonably requested by the Administrative Agent to be filed, registered
      or recorded in order to create in favor of the “Trustee” under the FMB
      Mortgage for the benefit of the holders of the First Mortgage Bonds,
      including the Administrative Agent, for the benefit of the Banks, a
      perfected Lien on the Mortgaged Property, prior and superior in right to
      any other Person (other than with respect to Liens expressly permitted by
      the FMB Mortgage), in each case, in proper form for filing, registration
      or recordation;




8




(ii)
            a duplicate
      copy of all proceedings relating to the issuance and sale of the First
      Mortgage Bonds and the filing and recordation of the FMB Mortgage,
      together with opinion letters of counsel to the Issuer, the Trustee and/or
      the Custodian, as applicable, providing for the reliance thereon by the
      Administrative Agent and the Banks and any related closing certificates of
      the Issuer;




(iii)
            an original of
      each First Mortgage Bond, duly executed by the Company and duly
      authenticated and delivered by the “Trustee” under the FMB
      Mortgage;




(iv)
            opinions of
      counsel to the Company and the Guarantors relating to enforceability of
      the Related Documents, general corporate matters and validity and
      perfection of the lien of the FMB Mortgage;
and




(v)
            payment by the
      Borrower of all fees and expenses due and owing by it to the
      Administrative Agent, the Fronting Bank and the Lenders as of the
      Contingent Effective Date.




SECTION
4.  Reference to the Effect on
the Agreement.




4.1.
            Upon the
      effectiveness of Section 1
      hereof, on and after the Concurrent Effective Date, each reference in the
      Agreement  (including any reference therein to “this Agreement,”
      “hereunder,” “hereof,” “herein” or words of like import referring thereto)
      or in any other Credit Document shall mean and be a reference to the
      Agreement as modified by Section
      1.




4.2.
            Upon the
      effectiveness of Section 2
      hereof, on and after the Contingent Effective Date, each reference in the
      Agreement  (including any reference therein to “this Agreement,”
      “hereunder,” “hereof,” “herein” or words of like import referring thereto)
      or in any other Credit Document shall mean and be a reference to the
      Agreement as modified by Section
      2.




4.3.
            Except as
      specifically modified above, the Agreement and all other documents,
      instruments and agreements executed and/or delivered in connection
      therewith, shall remain in full force and effect, and are hereby ratified
      and confirmed.




4.4.
            The execution,
      delivery and effectiveness of this Amendment shall not operate as a waiver
      of any right, power or remedy of the Administrative Agent, the Banks or
      the Fronting Bank, nor constitute a waiver of any provision of the
      Agreement or any other documents, instruments and agreements executed
      and/or delivered in connection
therewith.




SECTION
5.  Representations and
Warranties.  The Company and the Guarantors hereby represent
and warrant as follows:




9




5.1.
            This Amendment
      and (i) the Agreement, in the case of the Company and (ii) the Guaranty
      Agreement to which it is a party, in the case of each of the Guarantors,
      as previously executed and as amended hereby, constitute legal, valid and
      binding obligations of such Person and are enforceable against such Person
      in accordance with their terms
thereof.




5.2.
            Upon the
      effectiveness of Sections 1 and
      2 of this
      Amendment respectively and after giving effect hereto, (i) the Company
      hereby reaffirms all covenants, representations and warranties made in the
      Agreement as amended hereby, and agrees that all such covenants,
      representations and warranties shall be deemed to have been remade as of
      the Concurrent Effective Date and as of the Contingent Effective Date
      (unless the applicable representation and warranty is specifically made as
      of an earlier date pursuant to the terms of the Agreement), (ii) each of
      the Guarantors reaffirms all covenants, representations and warranties
      made in the Guaranty Agreement to which it is a party, and agrees that all
      such covenants, representations and warranties shall be deemed to have
      been remade as of the Concurrent Effective Date and as of the Contingent
      Effective Date (unless the applicable representation and warranty is
      specifically made as of an earlier date pursuant to the terms of the
      Agreement) and (iii) no Default or Event of Default has occurred and is
      continuing as of the Concurrent Effective Date or as of the Contingent
      Effective Date.




SECTION
6.  GOVERNING
LAW.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.




SECTION
7.  Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.




SECTION
8.  Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same agreement.






[REMAINDER
OF PAGE INTENTIONALLY BLANK]








10


IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above
written.






FIRSTENERGY NUCLEAR GENERATION
CORP., as Company






By:


Name:  Randy Scilla


Title:      Assistant
Treasurer









FIRSTENERGY CORP., as
Guarantor






By:


Name:  Randy Scilla


Title:      Assistant Treasurer









FIRSTENERGY
SOLUTIONS CORP., as Guarantor









By:


Name:  James F. Pearson


Title:      Vice President and
Treasurer












Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




BARCLAYS BANK PLC, acting
through its


New York Branch, as Administrative Agent and


as
Fronting Bank














By:




Name:


Title:















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)


The
Banks:






BARCLAYS BANK
      PLC,


acting through
      its New York Branch




By  _________________________


Name:


Title:


















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




JPMORGAN CHASE BANK,
      N.A.,




By  ___________________________


Name:


Title:

















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




KEYBANK NATIONAL
      ASSOCIATION,




By  ________________________


Name:


Title:



















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




THE ROYAL BANK OF SCOTLAND
      plc,




By  ___________________________


Name:


Title:



















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




THE BANK OF NOVA
      SCOTIA,




By _____________________________


Name:


Title:
















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




UNION BANK OF CALIFORNIA,
      N.A.,




By  ___________________________


Name:


Title:

















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)




CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,




By  _____________________________


Name:


Title:




By  _____________________________


Name:


Title:

















Signature
Page to
 Amendment
No. 2 to Letter of Credit and Reimbursement Agreement
 relating
to
 $99,100,000
State of Ohio
 Pollution
Control Revenue Refunding Bonds, Series 2005-A
 (FirstEnergy
Nuclear Generation Corp. Project)







SCHEDULE
      I




[Attached]























SCHEDULE
      II




[Attached]















ANNEX 1





PRICING
GRID





The
“Applicable LC Fee Rate”, “Applicable Margin for Alternate Base Rate” or
“Applicable Commitment Rate” for any day, as the case may be, is the percentage
set forth below in the applicable row under the column corresponding to the
Status that exists on such day:




Status
                                Level
      1 Status
                                  
                                  Reference
                                  Ratingsat
                                  least
      A- by
                                  S&Por
      A3
                                  by
      Moody’s
                                Level
      2 Status
                                  
                                  Reference
                                  Ratings
                                  lower
      than
                                  Level
      1 but
                                  at
      least
                                  BBB+
      by
                                  S&P
      or
                                  Baa1
      by
                                  Moody’s
                                Level
      3 Status
                                  
                                  Reference
                                  Ratingsof
                                  lower
      than
                                  Level
      2 but
                                  at
      least
                                  BBB
      by
                                  S&P
      or
                                  Baa2
      by
                                  Moody’s
                                Level
      4 Status
                                  
                                  Reference
                                  Ratings
                                  lower
      than
                                  Level
      3 but
                                  at
      least
                                  BBB-
      by
                                  S&P  and
                                  Baa3
      by
                                  Moody’s
                                Level
      5 Status
                                  
                                  Reference
                                  Ratings
                                  lower
      than
                                  Level
      3 but
                                  at
      least
                                  BBB-
      by
                                  S&P
      or
                                  Baa3
      by
                                  Moody’s
                                Level
      6 Status
                                  
                                  Reference
                                  Ratings
                                  lower
      than
                                  Level
      4 but
                                  at
      least BB+
                                  by
      S&P or
                                  Ba1
      by
                                  Moody’s
                                Level
      7 Status
                                  
                                  Reference
                                  Ratings
                                  lower
      than
                                  BB+
      by
                                  S&P
      and
                                  Ba1
      by
                                  Moody’s
      or
                                  if
      no
                                  Reference
                                  Rating
                                  existsApplicable LC
                                  Fee Rate
                                  (basis
      points)
                                35.0
                                40.0
                                50.0
                                65.0
                                70.0
                                87.5
                                112.5Applicable
                                  Margin for
                                  Alternate Base
                                  Rate (basis
                                  points)
                                300.0
                                350.0
                                400.0
                                450.0
                                500.0
                                550.0
                                600.0Applicable
                                  Commitment
                                  Rate
                                8.0
                                10.0
                                12.5
                                15.0
                                17.5
                                20.0
                                30.0




For
purposes of this Pricing Grid, the following terms have the following meanings
(as modified by the provisos below):




“Index
Debt” means the senior unsecured long-term debt securities of
FirstEnergy, without third-party credit enhancement provided by any Person;
provided that (i) at any time the Company’s senior unsecured long-term debt
securities shall have an assigned rating of BBB- or better by S&P and Baa3
or better by Moody’s, “Index Debt” shall mean such senior unsecured long-term
debt securities of the Company and (ii) if clause (i) of this
paragraph shall not be applicable, at any time FES’ senior unsecured long-term
debt securities shall have an assigned rating of BBB- or better by S&P and
Baa3 or better by Moody’s and FES’ “Applicable Percentage” under (and as defined
in) the FES Guaranty Agreement shall be 100%, “Index Debt” shall mean such
senior unsecured long-term debt securities of FES.




“Reference
Ratings” means the ratings assigned by S&P and Moody’s to the Index
Debt; provided that if there is no such rating, “Reference
Ratings” shall mean the ratings that are one Level below the rating
assigned by S&P and Moody’s to (i) at any time the









Company’s senior
secured debt shall have an assigned rating of BBB or better by S&P and Baa2
or better by Moody’s, such senior secured debt of the Company, (ii) if clause (i) of this
paragraph shall not be applicable, at any time FES’ senior secured debt shall
have an assigned rating of BBB or better by S&P and Baa2 or better by
Moody’s and FES’ “Applicable Percentage” under (and as defined in) the FES
Guaranty Agreement shall be 100%, such senior secured debt of FES, or (iii) at
any other time, the senior secured debt of FirstEnergy.




For
purposes of the foregoing, if (i) there is a difference of one level in
Reference Ratings of S&P and Moody’s and the higher of such Reference
Ratings falls in Level 1 Status, Level 2 Status, Level 3 Status, Level 5 Status
or Level 6 Status, then the higher Reference Rating will be used to determine
the applicable Status or (ii) there is a difference of more than one level in
Reference Ratings of S&P and Moody’s, the level that is one level above the
lower of such Reference Ratings will be used to determine the applicable Status,
unless the lower of such Reference Ratings falls in Level 5 Status or Level 7
Status, in which case the lower of such Reference Ratings will be used to
determine the applicable Status.  If there exists only one Reference
Rating, such Reference Rating shall be used to determine the applicable
Status.




“Status”
refers to the determination of which of Level 1 Status, Level 2 Status, Level 3
Status, Level 4 Status, Level 5 Status, Level 6 Status or Level 7 Status exists
at any date.




The
credit ratings to be utilized for purposes of this Pricing Grid are (subject to
the proviso in the first sentence of the definition of “Reference Ratings”
above) those assigned to the Index Debt, and any rating assigned to any other
debt security of FirstEnergy shall be disregarded.  The rating in
effect at any date is that in effect at the close of business on such date,
provided, that the applicable Status shall change as and when the applicable
Index Debt (or other debt security to the extent applicable pursuant to the
proviso in the first sentence of the definition of “Reference Ratings” above)
ratings change.