EXHIBIT 4-1
	 

	 
		FORM OF 6.85%
		EXCHANGE CERTIFICATE
	 

	 
		                                Unless this Certificate is
		presented by an authorized representative of DTC to the Pass Through Trustee or
		its agent for registration of transfer, exchange or payment, and any
		Certificate issued is registered in the name of Cede & Co., or in such
		other name as is requested by an authorized representative of DTC (and any
		payment is made to Cede & Co., or to such other entity as is requested by
		an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
		FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
		registered owner hereof, Cede & Co., has an interest herein. 
	 

	 

	 
	 

	 

	 
		[ERISA
		Legend]
	 

	 
		                                BY ITS ACQUISITION OF ANY
		CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND
		WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER ACQUIRES THE
		CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER DISPOSES OF ITS
		INTEREST IN SUCH CERTIFICATE, EITHER THAT (A) ON EACH DAY FROM THE DATE OF
		PURCHASE THROUGH THE DATE OF DISPOSITION OF A CERTIFICATE OR ANY INTEREST
		THEREIN, NO PORTION OF THE ASSETS USED BY IT FOR PURCHASING AND HOLDING A
		CERTIFICATE OR ANY INTEREST THEREIN CONSTITUTES ASSETS OF A PLAN SUBJECT TO THE
		EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
		(“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT
		SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
		“CODE”), ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS
		OF ANY PLAN SUBJECT TO ERISA OR OTHER PLAN, OR A GOVERNMENTAL PLAN WHICH IS
		SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
		PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
		“PLAN”), (B) ALL OR A PORTION OF THE ASSETS USED BY IT FOR PURCHASING
		OR HOLDING A CERTIFICATE OR ANY INTEREST THEREIN 
	 

	 

	 
	 

	 

	 
		CONSTITUTE ASSETS
		OF A PLAN (“PLAN ASSETS”), PROVIDED (I) THE HOLDER IS AN ENTITY WHOSE
		UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS SOLELY BECAUSE OF
		INVESTMENTS IN THE HOLDER BY BENEFIT PLAN INVESTORS AND NOT BECAUSE IT IS A
		PLAN; (II) LESS THAN 25% OF ITS ASSETS ARE PLAN ASSETS; AND (III) THE
		ACQUISITION AND HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN DOES NOT
		CONSTITUTE A TRANSACTION PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF
		THE CODE OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR
		FEDERAL, STATE OR LOCAL LAW (“PROHIBITED TRANSACTION”) OR DOES
		CONSTITUTE A PROHIBITED TRANSACTION BUT AN EXEMPTION IS AVAILABLE WITH RESPECT
		TO SUCH TRANSACTION, AND THE CONDITIONS OF SUCH EXEMPTION HAVE AT ALL RELEVANT
		TIMES BEEN SATISFIED.
	 

	 

	 
	 

	 

	 	 	
			 
				Bruce Mansfield
				Unit 1 2007 Pass Through Trust
			 

		  
	 	 
	 	
			 
				6.85%
				Exchange
Certificate due 2034
			 

		  
	 	 
	 	
			 
				CUSIP:
			 

		  
	 	 
	 	
			 
				Final
				Distribution Date:  June 1, 2034
			 

		  
	 	 
	 	evidencing a fractional undivided interest in a trust, 
 the
			 property of which includes certain notes secured 
 by certain separate
			 property leased to the Bruce 
 Mansfield Unit 1 2007 Pass Through
			 Trust
	 	 
	Certificate No.	 $                
			 Fractional Undivided Interest


	 
		                                THIS CERTIFIES THAT CEDE &
		CO. or its registered assigns, for value received, is the registered owner of a
		$                  
		Fractional Undivided Interest in the Bruce Mansfield Unit 1 2007 Pass Through
		Trust (the “Pass Through Trust”) created pursuant to a Pass
		Through Trust Agreement, dated as of June 26, 2007 (the
		“Agreement”) among FirstEnergy Generation Corp., an Ohio
		corporation (the “Lessee”), FirstEnergy Solutions Corp., an
		Ohio corporation (the “Guarantor”), and The Bank of New York
		Trust Company, N.A., as trustee (the “Pass Through Trustee”),
		a summary of certain of the pertinent provisions of which is set forth below.
		To the extent not otherwise defined herein, the capitalized terms used herein
		have the meanings assigned to them in the Agreement. This Certificate is one of
		the duly authorized Certificates designated as “6.85% Exchange
		Certificates due 2034” (herein called the
		“Certificates”). This Certificate is issued under and is
		subject to the terms, provisions and conditions of the Agreement, to which
		Agreement the Holder of this Certificate by virtue of the acceptance hereof
		assents and by which such Holder is bound. The property of the Pass Through
		Trust includes certain Lessor Notes (the “Trust Property”).
		Each Lessor Note is secured by a security interest in the Undivided Interest
		subject to the Lease relating to the Indenture under which such Lessor Note was
		issued and certain other related property described in such Indenture, and
		liability thereunder is limited to the income and proceeds of such
		security.
	 

	 
		                                Subject to and in accordance with
		the terms of the Agreement, from funds then available to the Pass Through
		Trustee, there will be distributed on each June 1 and December 1 (a
		“Distribution Date”), commencing on December 1, 2007, to
		the person in whose name this Certificate is registered at the close of
		business on the day of the month which is fifteen days preceding the
		Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
		Notes due on such Distribution Date, the receipt of which has been confirmed by
		the Pass Through Trustee, equal to the product of the percentage interest in
		the Pass Through Trust evidenced by this Certificate and an amount equal to the
		sum of such Scheduled Payments. Subject to and in accordance with the terms of
		the Agreement, in the event that Special Payments on the Lessor Notes are
		received by the Pass Through Trustee, from funds then available to the Pass
		Through Trustee, there shall be distributed on the applicable Special
		Distribution Date, to the Person in whose name this Certificate is registered
		at the close of business on the day of the month which is fifteen days
		preceding the Special Distribution Date, an amount in respect of 
	 

	 

	 
	 

	 

	 
		such Special Payments
		on the Lessor Notes, the receipt of which has been confirmed by the Pass
		Through Trustee, equal to the product of the percentage interest in the Pass
		Through Trust evidenced by this Certificate and an amount equal to the sum of
		such Special Payments so received. The Special Distribution Date shall be
		determined as provided in the Agreement. If a Distribution Date or Special
		Distribution Date is not a Business Day, distribution shall be made on the
		immediately following Business Day. The Pass Through Trustee shall mail notice
		of each Special Payment and the Special Distribution Date therefor to the
		Holders of the Certificates.
	 

	 
		                                Distributions on this Certificate
		will be made by the Pass Through Trustee (i) if (A) The Depository Trust
		Company (“DTC”) is the Certificateholder of record of this
		Certificate, or (B) a Certificateholder holds a Certificate or Certificates in
		an aggregate amount greater than $10,000,000, or (C) a Certificateholder holds
		a Certificate or Certificates in an aggregate amount greater than $1,000,000
		and so requests to the Pass Through Trustee, by wire transfer in immediately
		available funds to an account maintained by such Certificateholder with a bank,
		or (ii) if none of the above apply, by check mailed to such Certificateholder
		at the address appearing in the Register, without the presentation or surrender
		of this Certificate or the making of any notation hereon. Except as otherwise
		provided in the Agreement and notwithstanding the above, the final distribution
		on this Certificate will be made after notice mailed by the Pass Through
		Trustee of the pendency of such distribution and only upon presentation and
		surrender of this Certificate at the office or agency of the Pass Through
		Trustee specified in such notice.
	 

	 
		                                This Certificate shall be
		governed by and construed in accordance with the law of the State of New
		York.
	 

	 
		                                Reference is hereby made to the
		further provisions of this Certificate set forth on the reverse hereof, which
		further provisions shall for all purposes have the same effect as if set forth
		at this place.
	 

	 
		                                Unless the certificate of
		authentication hereon has been executed by the Pass Through Trustee, by manual
		signature, this Certificate shall not be entitled to any benefit under the
		Agreement or be valid for any purpose.
	 

	 

	 
	 

	 

	 
		                                IN WITNESS WHEREOF, the Bruce
		Mansfield Unit 1 2007 Pass Through Trust has caused this Certificate to be duly
		executed.
	 

	 	 	BRUCE MANSFIELD UNIT 1 2007 PASS 
 THROUGH TRUST
		  
		 
		By:	THE BANK OF NEW YORK TRUST 
 COMPANY, N.A.,
 as Pass Through
			 Trustee
		 
	 	By:  
 	______________________________________
	 	 	Name:
	 	 	Title: 

 

	 
	 

	 

	 
		[Reverse Of
		Certificate]
	 

	 
		                                This Certificate does not
		represent a direct obligation of, or an obligation guaranteed by, or an
		interest in, the Lessee, the Guarantor, any Owner Lessor, any Owner Participant
		or the Pass Through Trustee or any affiliate thereof. The Certificates are
		limited in right of payment, all as more specifically set forth in the
		Agreement. All payments or distributions made to Certificateholders under the
		Agreement shall be made only from the Trust Property and only to the extent
		that the Pass Through Trustee shall have received sufficient income or proceeds
		from the Trust Property to make such payments in accordance with the terms of
		the Agreement. Each Holder of this Certificate, by its acceptance hereof,
		agrees that it will look solely to the income and proceeds from the Trust
		Property to the extent available for distribution to such Holder as provided in
		the Agreement. This Certificate does not purport to summarize the Agreement and
		reference is made to the Agreement for information with respect to the
		interests, rights, benefits, obligations, proceeds and duties evidenced hereby.
		A copy of the Agreement may be examined during normal business hours at the
		principal office of the Pass Through Trustee, and at such other places, if any,
		designated by the Pass Through Trustee, by any Certificateholder upon
		request.
	 

	 
		                                The Agreement permits, with
		certain exceptions therein provided, the amendment thereof and the modification
		of the rights and obligations of the Lessee and the Guarantor and the rights of
		the Certificateholders under the Agreement at any time by the Lessee, the
		Guarantor and the Pass Through Trustee with the consent of the Holders of
		Certificates evidencing Fractional Undivided Interests aggregating a majority
		in interest of the Fractional Undivided Interests evidenced by all Certificates
		at the time Outstanding (as determined pursuant to the terms of such
		Agreement). Any such consent by the Holder of this Certificate shall be
		conclusive and binding on such Holder and upon all future Holders of this
		Certificate and of any Certificate issued upon the transfer hereof or in
		exchange hereof or in lieu hereof whether or not notation of such consent is
		made upon this Certificate. The Agreement also permits the amendment thereof,
		in certain limited circumstances, without the consent of the Holders of any of
		the Certificates.
	 

	 
		                                As provided in the Agreement and
		subject to certain limitations therein set forth, the transfer of this
		Certificate is registrable in the Register upon surrender of this Certificate
		for registration of transfer at the offices or agencies maintained by the Pass
		Through Trustee in its capacity as Registrar, or by any successor Registrar, in
		the Borough of Manhattan, The City of New York, duly endorsed or accompanied by
		a written instrument of transfer in form satisfactory to the Pass Through
		Trustee and the Registrar duly executed by the Holder hereof or such
		Holder’s attorney duly authorized in writing, and thereupon one or more
		new Certificates of authorized denominations evidencing the same aggregate
		Fractional Undivided Interest in the Pass Through Trust will be issued to the
		designated transferee or transferees.
	 

	 
		                                The Certificates are issuable
		only as registered Certificates without coupons in minimum denominations of
		$2,000 and any integral multiples of $1,000 in excess thereof. As provided in
		the Agreement and subject to certain limitations therein set forth,
		Certificates are exchangeable for new Certificates of authorized denominations
		evidencing the same aggregate Fractional Undivided Interest in the Pass Through
		Trust, as requested by the Holder surrendering the same.
	 

	 

	 
	 

	 

	 
		                                No service charge will be made
		for any such registration of transfer or exchange, but the Pass Through Trustee
		shall require payment of an amount sufficient to cover any tax or charge
		payable in connection therewith.
	 

	 
		                                The Pass Through Trustee, the
		Lessee, the Guarantor, the Owner Lessors, the Registrar and any agent of the
		Pass Through Trustee or the Registrar shall treat the person in whose name this
		Certificate is registered as the owner hereof for all purposes, and none of the
		Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the
		Registrar or any such agent shall be affected by any notice to the
		contrary.
	 

	 
		                                The obligations and
		responsibilities created by the Agreement and the Pass Through Trust created
		thereby shall terminate upon the distribution to Certificateholders of all
		amounts required to be distributed to them pursuant to the Agreement and the
		disposition of all property held as part of the Trust Property.