EXHIBIT
      10.4














WASTE
      WATER FACILITIES




LOAN
      AGREEMENT




Between




OHIO
      WATER
      DEVELOPMENT AUTHORITY




and




FIRSTENERGY
      GENERATION CORP.






Dated
      as of April 1,
      2006


























TABLE
      OF
      CONTENTS




PageI.
            Background,
                Representations and Findings.Section
                1.1
            Background
            1Section
                1.2
            Company
                Representations
            2Section
                1.3
            Issuer
                Findings and Representations
            5II.
            Completion
                of
                the Project.Section
                2.1
            Acquisition,
                Construction and Installation
            5Section
                2.2
            Plans
                and
                Specifications
            5III.
            Refunding
                the
                Refunded Bonds.Section
                3.1
            Issuance
                of
                Bonds
            6Section
                3.2
            Investment
                of
                Fund Moneys
            6IV.
            Loan
                and
                Repayment.Section
                4.1
            Amount
                and
                Source of Loan
            7Section
                4.2
            Repayment
                of
                Loan
            7Section
                4.3
            The
                Note
            7Section
                4.4
            Acceleration
                of Payment to Redeem Bonds
            8Section
                4.5
            No
                Defense or
                Set-Off
            8Section
                4.6
            Assignment
                of
                Issuer’s Rights
            8Section
                4.7
            Credit
                Facility; Conversion
            8V.
            Covenants
                of
                the Company.Section
                5.1
            Maintenance
                and Operation of Project
            9Section
                5.2
            Corporate
                Existence
            9Section
                5.3
            Payment
                of
                Trustee’s Compensation and Expenses
            10Section
                5.4
            Payment
                of
                Issuer’s Expenses
            10Section
                5.5
            Indemnity
                Against Claims
            10Section
                5.6
            Limitation
                of
                Liability of the Issuer
            11Section
                5.7
            Insurance
            11Section
                5.8
            Default,
                etc.
            11Section
                5.9
            Deficiencies
                in Revenues
            11Section
                5.10
            Rebate
                Fund
            11Section
                5.11
            Assignment
                of
                Agreement in Whole or in Part by Company
            12Section
                5.12
            Assignment
                of
                Agreement in Whole by Company
            12VI.
            Miscellaneous.Section
                6.1
            Notices
            13Section
                6.2
            Assignments
            13Section
                6.3
            Illegal,
                etc.
                Provisions Disregarded
            13Section
                6.4
            Applicable
                Law
            13Section
                6.5
            Amendments
            13Section
                6.6
            Term
                of
                Agreement
            13EXECUTION
            
            14EXHIBIT
                A -
                Project DescriptionEXHIBIT
                B -
                Form of Company Note




- i -


WASTE
      WATER
      FACILITIES LOAN AGREEMENT, dated as of April 1, 2006 (the “Agreement”) between
      the OHIO WATER DEVELOPMENT AUTHORITY (the “Issuer”) and FIRSTENERGY GENERATION
      CORP. (the “Company”).




**I.
      Background, Representations and Findings.**




1.1 Background .
      The Issuer is a
      body corporate and politic, duly organized and existing under Chapter 6121
      of
      the Ohio Revised Code, as amended (the “Act”). Pursuant to the Act the Issuer is
      authorized and empowered to issue State of Ohio revenue bonds to finance, in
      whole or in part, the cost of the acquisition and construction of “waste water
      facilities” within the meaning of the Act and to issue revenue refunding bonds
      to refund such revenue bonds.




Under
      the Act, the
      Issuer may make loans to private corporations for the acquisition or
      construction of waste water facilities by such corporations or to assist in
      the
      refinancing of such facilities. The Issuer has heretofore authorized the
      issuance of several issues of revenue bonds of the State of Ohio, including
      the
      Refunded Bonds, as hereinafter defined, currently outstanding in the aggregate
      principal amount of $90,140,000, and loaned the proceeds thereof to The
      Cleveland Electric Illuminating Company (“CEI”), an Ohio corporation, in order
      to assist CEI in refinancing a portion of the cost of acquiring, constructing
      and installing certain waste water facilities generally described in Exhibit
      A
      to this Agreement (the “Project”). CEI is an affiliate of FirstEnergy Corp.
      (“FirstEnergy”) and transferred its ownership interest in the Project on October
      24, 2005 as part of the planned FirstEnergy Intra-System Generation Asset
      Transfers described in Forms 8-K dated May 19, 2005 and December 16, 2005
      of FirstEnergy and CEI filed with the Securities and Exchange Commission
      (“SEC”), and as further described in the Form 10-K for the fiscal year ended
      December 31, 2005 of FirstEnergy and CEI filed with the SEC, and in connection
      therewith FirstEnergy and CEI have requested that the Issuer authorize the
      refunding of a corresponding portion of the outstanding aggregate principal
      amount of the Issuer’s $39 ,835,000
      State of
      Ohio Collateralized Pollution Control Revenue Refunding Bonds, 1988 Series
      A
      (The Cleveland Electric Illuminating Company Project) (the “1988 Bonds”), $47 ,500,000
      State of
      Ohio Collateralized Pollution Control Revenue Refunding Bonds, Series 1997-B
      (The Cleveland Electric Illuminating Company Project) (the “1997 Bonds”) and
      $2,805,000 aggregate principal amount of the outstanding $23,255,000 State
      of
      Ohio Pollution Control Revenue Refunding Bonds, Series 2004-B (The Cleveland
      Electric Illuminating Company Project) (such portion being referred to as the
      “2004 Bonds”, and together with the 1988 Bonds and the 1997 Bonds, the “Refunded
      Bonds”) through the issuance of revenue refunding bonds to assist the Company,
      an Affiliate (as defined in the Indenture identified in Section 3.1 hereof)
      of
      CEI and FirstEnergy, in the refunding of the Refunded Bonds.




The
      1997 Bonds were
      issued under and pursuant to a Trust Indenture dated as of August 1, 1997
      (the “1997 Indenture”) between the Issuer and the trustee thereunder, currently
      J.P. Morgan Trust Company, National Association (the “1997 Bonds Trustee”), the
      proceeds of which were loaned by the Issuer to CEI pursuant to a Loan Agreement
      dated as of August 1, 1997 (the “1997 Agreement”) between the Issuer and CEI for
      the purpose of refunding the Issuer’s State of Ohio Collateralized Pollution
      Control Revenue Bonds, 1978 Series A (The Cleveland Electric Illuminating
      Company Project) (the “1978 Bonds”) originally issued under and pursuant to a
      Trust Indenture dated as of May 1, 1978 (the “1978 Indenture”) between the
      Issuer and the trustee thereunder, the proceeds of which were loaned by the
      Issuer to CEI pursuant to a Loan Agreement dated as of May 1, 1978 (the “1978
      Agreement”) between the Issuer and CEI to assist CEI in the financing of a
      portion of the cost of acquiring, constructing and installing the
      Project.




The
      1988 Bonds were
      issued under and pursuant to a Trust Indenture dated as of March 1, 1988, as
      amended and supplemented (collectively, the “1988 Indenture”) between the Issuer
      and the trustee thereunder, currently J.P. Morgan Trust Company, National
      Association (the “1988 Bonds Trustee”), the proceeds of which were loaned by the
      Issuer to CEI pursuant to a Loan Agreement dated as of March 1, 1988, as amended
      (collectively, the “1988 Agreement”) between the Issuer and CEI for the purpose
      of refunding a portion of the Issuer’s State of Ohio Floating Rate
      Collateralized Pollution Control Revenue Bonds, 1980 Series A (The Cleveland
      Electric Illuminating Company Project) (the “1980 Bonds”, and together with the
      1978 Bonds, the “Original Bonds”) originally issued under and pursuant to the
      1978 Indenture, as amended and supplemented by a First Supplemental Trust
      Indenture dated as of December 10, 1980 (collectively, the “1980 Indenture”)
      between the Issuer and the trustee thereunder, the proceeds of which were loaned
      by the Issuer to CEI pursuant to the 1978 Agreement, as amended and supplemented
      by the First Supplemental Loan Agreement dated as of December 10, 1980
      (collectively, the “1980 Agreement”) between the Issuer and CEI to assist CEI in
      the financing of a portion of the cost of acquiring, constructing and installing
      the Project.









The
      2004 Bonds were
      issued under and pursuant to a Trust Indenture dated as of October 1, 2004
      (the
“2004 Indenture”, and together with the 1988 Indenture and the 1997 Indenture,
      the “Refunded Bonds Indenture”) between the Issuer and the trustee thereunder,
      currently J.P. Morgan Trust Company, National Association (the “2004 Bonds
      Trustee”, and together with the 1988 Bonds Trustee and the 1997 Bonds Trustee,
      the “Refunded Bonds Trustee”), the proceeds of which were loaned by the Issuer
      to CEI pursuant to a Waste Water Facilities and Solid Waste Facilities Loan
      Agreement dated as of October 1, 2004 (the “2004 Agreement”, and together with
      the 1988 Agreement and the 1997 Agreement, the “Refunded Bonds Agreement”)
      between the Issuer and CEI for the purpose of refunding a portion of the
      Issuer’s State of Ohio Pollution Control Revenue Refunding Bonds, Series 1998-A
      (The Cleveland Electric Illuminating Company Project) (the “1998 Bonds”, and
      together with the Original Bonds and the Refunded Bonds, the “Prior Bonds”) a
      portion of which 1998 Bonds was originally issued under and pursuant to a Trust
      Indenture dated as of October 1, 1998 (the “1998 Indenture”, and together with
      the 1978 Indenture, the 1980 Indenture and the Refunded Bonds Indenture, the
      “Prior Bonds Indenture”) between the Issuer and the trustee thereunder, the
      proceeds of which were loaned by the Issuer to CEI pursuant to a Waster Water
      Facilities and Solid Waste Facilities Loan Agreement dated as of October 1,
      1998
      (the “1998 Agreement”, and together with the 1978 Agreement, the 1980 Agreement
      and the Refunded Bonds Agreement, the “Prior Bonds Agreement”) between the
      Issuer and CEI for the purpose of refunding a portion of the 1980 Bonds
      originally issued under and pursuant to the 1980 Indenture, the proceeds of
      which were loaned by the Issuer to CEI pursuant to the 1980 Agreement to assist
      CEI in the financing of a portion of the cost of acquiring, constructing and
      installing the Project.




The
      Issuer and the
      Company intend that the Project will constitute “waste water facilities” within
      the meaning of the Act and qualified facilities for purposes of Section
      103(b)(4) of the Internal Revenue Code of 1954, as amended and as in effect
      prior to passage of the Tax Reform Act of 1986 (the “1954 Code”), so that
      interest on the bonds issued by the Issuer to finance or refinance the Project,
      including the Refunded Bonds, will not be included in gross income under the
      Code (as defined herein). The Issuer has agreed to issue, sell and deliver
      the
      State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A
      (FirstEnergy Generation Corp. Project) in the aggregate principal amount of
      $90,140,000 (the “Bonds”) and to lend the proceeds to be derived from the sale
      thereof to the Company, to assist in the refunding of the Refunded Bonds, on
      the
      terms and conditions set forth in the subsequent sections of this
      Agreement.




1.2 Company
      Representations .
      The Company
      represents that:




(a)  It
      is a corporation
      duly organized and existing in good standing under Ohio law and duly qualified
      to do business in Ohio, with full power and legal right to enter into this
      Agreement and the Note (all as hereinafter defined) and perform its obligations
      hereunder and thereunder. The making and performance of this Agreement and
      the
      Note on the Company’s part have been duly authorized by the Company and will not
      violate or conflict with the Company’s Articles of Incorporation, Code of
      Regulations or any agreement, indenture or other instrument by which the Company
      or its properties are bound. This Agreement and the Note have been duly executed
      and delivered by the Company and constitute the valid and binding obligations
      of
      the Company enforceable in accordance with their respective terms except as
      the
      enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and other similar laws relating to or
      affecting the enforcement of creditors’ rights generally, to general equitable
      principles (whether considered in a proceeding in equity or at law) and to
      an
      implied covenant of good faith and fair dealing.




-2-




(b)  The
      Project
      constitutes “waste water facilities” as defined in the Act and is consistent
      with the purposes of Section 13 of Article VIII of the Ohio Constitution and
      of
      the Act.




(c)  None
      of the proceeds
      of the Original Bonds have been or will be used directly or indirectly to
      acquire land or any interest therein or for the acquisition of any property
      or
      interest therein unless the first use of such property was pursuant to such
      acquisition.




(d)  At
      least 90% of the
      proceeds of the Original Bonds were used to provide “pollution control
      facilities” within the meaning of Section 103(b)(4)(F) of the 1954 Code. All of
      the proceeds of the Original Bonds have been spent for the Project or to pay
      costs of issuance of the Original Bonds. All of such pollution control
      facilities consist either of land or of property of a character subject to
      the
      allowance for depreciation provided in Section 167 of the Code.




(e)  Less
      than an
      insubstantial portion of the proceeds of each of the Original Bonds and the
      Refunded Bonds were, and none of the proceeds of the Bonds will be, used to
      provide working capital.




(f)  None
      of the proceeds
      of the Original Bonds and the Refunded Bonds were used and none of the proceeds
      of the Bonds will be used to provide any airplane, skybox or other private
      luxury box, or health club facility; any facility primarily used for gambling;
      any store the principal business of which is the sale of alcoholic beverages
      for
      consumption off premises.




(g)  The
      1978 Bonds were
      issued on May 9, 1978; the 1980 Bonds were issued on December 10, 1980; the
      1988
      Bonds were issued on March 2, 1988; the 1997 Bonds were issued on August 27,
      1997; the 1998 Bonds were issued on October 14, 1998; and the 2004 Bonds were
      issued on October 1, 2004.




(h)  No
      construction,
      reconstruction or acquisition of the Project was commenced prior to the taking
      of official action by the Issuer with respect thereto except for preparation
      of
      plans and specifications and other preliminary engineering work.




(i)  Acquisition,
      construction and installation of the Project has been accomplished and the
      Project is being utilized substantially in accordance with the purposes of
      the
      Project and consistently with the Act and in conformity with all applicable
      zoning, planning, building, environmental and other applicable governmental
      regulations and all permits, variances and orders issued or granted pursuant
      thereto, which permits, variances and orders have not been withdrawn or
      otherwise suspended.




(j)  The
      Project has been
      and is currently being used and operated in a manner consistent with the
      purposes of the Project and the Act, and the Company presently intends to use
      or
      operate the Project or to cause the Project to be used or operated in a manner
      consistent with the purposes of the Project and the Act until the date on which
      the Bonds have been fully paid and knows of no reason why the Project will
      not
      be so used or operated.




-3-




(k)  Neither
      the Original
      Bonds, the 1998 Bonds, the Refunded Bonds nor the Bonds are or will be
“federally guaranteed,” as defined in Section 149(b) of the Internal Revenue
      Code of 1986, as amended (the “Code”; references to the Code and Sections of the
      Code (or, as applicable, to the 1954 Code and Sections thereof) include relevant
      applicable regulations and proposed regulations thereunder and under the 1954
      Code and any successor provisions to those Sections, regulations or proposed
      regulations and, in addition, all applicable official rulings and judicial
      determinations under the foregoing applicable to the Original Bonds, the 1998
      Bonds, the Refunded Bonds or the Bonds, as applicable).




(l)  At
      no time will any
      funds constituting gross proceeds of the Bonds be used in a manner as would
      constitute failure of compliance with Section 148 of the Code.




(m)  None
      of the proceeds
      (within the meaning of Section 147(g) of the Code) of the Bonds will be used
      to
      pay for any costs of issuance of the Bonds.




(n)  The
      proceeds derived
      from the sale of the Bonds (other than any accrued interest thereon) will be,
      and the proceeds derived from the sale of the 1988 Bonds, the 1997 Bonds, the
      1998 Bonds and the 2004 Bonds (other than accrued interest thereon)
      (collectively, the “Prior Refunding Bonds”) were, used exclusively to refund the
      principal of the Refunded Bonds and the 1978 Bonds, the 1980 Bonds and a portion
      of the 1998 Bonds (collectively, the “Prior Refunded Bonds”), respectively. The
      principal amount of the Bonds does not, and the principal amount of the Prior
      Refunding Bonds did not, exceed the principal amount of the Refunded Bonds
      and
      the Prior Refunded Bonds, respectively. The redemption of the outstanding
      principal amount of the Refunded Bonds with such proceeds of the Bonds will,
      and
      the redemption of the outstanding principal amount of the Prior Refunded Bonds
      with such proceeds of the Prior Refunding Bonds did, occur not later than 90
      days after the date of issuance of the Bonds and the Prior Refunding Bonds,
      respectively. All earnings derived from the investment of such proceeds of
      the
      Bonds will be, and all earnings derived from the investment of such proceeds
      of
      the Prior Refunding Bonds were, fully needed and used on such respective
      redemption dates to pay a portion of any redemption premium and interest accrued
      and payable on the Refunded Bonds and the Prior Refunded Bonds,
      respectively.




(o)  On
      the respective
      dates of issuance and delivery of the Original Bonds, the 1998 Bonds and the
      Refunded Bonds, CEI reasonably expected that all of the proceeds of the
      respective Original Bonds, the 1998 Bonds and the Refunded Bonds would be used
      to carry out the governmental purposes of such issues within the 3-year period
      beginning on the date such issues were issued and none of the proceeds of such
      issues, if any, were invested in nonpurpose investments having a substantially
      guaranteed yield for 3 years or more.




(p)  The
      respective
      average maturities of the Original Bonds, the 1998 Bonds, the Refunded Bonds
      and
      the Bonds do not exceed 120% of the average reasonably expected economic life
      of
      the facilities financed or refinanced by the respective proceeds of the Original
      Bonds, the 1998 Bonds, the Refunded Bonds and the Bonds (determined under
      Section 147(b) of the Code).




(q)  It
      is not
      anticipated, as of the date hereof, that there will be created any “replacement
      proceeds,” within the meaning of Section 1.148-1(c) of the Treasury Regulations,
      with respect to the Bonds; however, in the event that any such replacement
      proceeds are deemed to have been created, such amounts will be invested in
      compliance with Section 148 of the Code.




-4-




(r)  The
      information
      furnished by CEI and used by the Issuer in preparing the certification pursuant
      to Section 148 of the Code and in preparing the information statement pursuant
      to Section 149(e) of the Code was accurate and complete as of the respective
      dates of issuance of the Original Bonds, the 1998 Bonds and the Refunded Bonds,
      and the information furnished by the Company and used by the Issuer in preparing
      the certification pursuant to Section 148 of the Code and in preparing the
      information statement pursuant to Section 149(e) of the Code will be accurate
      and complete as of the date of issuance of the Bonds.




(s)  The
      Project does not
      include any office except for offices (i) located on the site of the Project
      and
      (ii) not more than a de minimis amount of the functions to be performed at
      which
      is not directly related to the day-to-day operations of the
      Project.




1.3 Issuer
      Findings
      and Representations .
      The Issuer hereby
      confirms its findings and represents that:




(a)  The
      Project
      qualifies as a “water development project” for the purposes of the Act, and is
      consistent with the public purposes of the Act.




(b)  The
      Project
      constitutes “waste water facilities” under the Act.




(c)  The
      Issuer has the
      necessary power under the Act, and has duly taken all action on its part
      required, to execute and deliver this Agreement and to undertake the refunding
      of the Refunded Bonds through the issuance of the Bonds. The execution and
      performance of this Agreement by the Issuer will not violate or conflict with
      any instrument by which the Issuer or its properties are bound.




(d)  The
      Issuer adopted
      the resolution authorizing 1978 Bonds on April 26, 1978; the 1980 Bonds on
      November 26, 1980; the 1988 Bonds on February 25, 1988; the 1997 Bonds on June
      26, 1997; the 1998 Bonds on September 24, 1998; the 2004 Bonds on July 29,
      2004
      and the Bonds on August 25, 2005.




(e)  Following
      reasonable
      notice, a public hearing was held with respect to the issuance of the Bonds,
      as
      required by Section 147(f) of the Code.




**II.
      Completion of the Project.**




2.1 Acquisition,
      Construction and Installation .
      The Company
      represents and agrees that the Project has been acquired, constructed and
      installed on the site thereof as described in the Original Bonds Agreement,
      substantially in accordance with the plans and specifications for the Project
      filed with the Issuer prior to the issuance of the Original Bonds and in
      conformance with the Original Bonds Agreement, Section 6121.061 of the Ohio
      Revised Code, and all applicable zoning, planning, building and other similar
      regulations of all governmental authorities having jurisdiction over the Project
      and all permits, variances and orders issued in respect of the Project by the
      Ohio Environmental Protection Agency (“EPA”) and that the proceeds derived from
      the Prior Bonds, including any investment thereof, have been expended in
      accordance with the Prior Bonds Indenture and the Prior Bonds
      Agreement.




2.2 Plans
      and
      Specifications .
      The plans and
      specifications identified in the Refunded Bonds Agreement and the description
      of
      the Project may be changed from time to time by, or with the consent of, the
      Company, provided that any such change shall also be filed with the Issuer
      in
      accordance with the Refunded Bonds Agreement and provided further that no
      amendment in the plans and specifications shall materially change the function
      of the Project without (i) an engineer’s certificate that such changes will not
      impair the significance or character of the Project as waste water facilities
      and (ii) an opinion or written advice of nationally recognized bond counsel
      or
      ruling of the IRS that such amendment will not adversely affect the exclusion
      from gross income for federal income tax purposes of the interest paid on either
      the Bonds or the Refunded Bonds.




-5-




**III.
      Refunding the Refunded Bonds.**




3.1 Issuance
      of
      Bonds .
      In order to assist
      the Company in the refunding of the Refunded Bonds, the Issuer, concurrently
      with the execution hereof, will issue, sell and deliver the Bonds. The proceeds
      of the Bonds shall be loaned to the Company in accordance with Section 4.1.
      The
      Bonds will be issued under and pursuant to the Trust Indenture (as amended
      from
      time to time, the “Indenture”) dated as of April 1, 2006 between the Issuer and
      The Bank of New York Trust Company, N.A., as trustee (in that capacity, the
      “Trustee”), and will be issued in the aggregate principal amount, will bear
      interest, will mature and will be subject to redemption as set forth therein.
      The Company hereby approves the terms and conditions of the Indenture and the
      Bonds, and the terms and conditions under which the Bonds have been issued,
      sold
      and delivered.




The
      proceeds from
      the sale of the Bonds (other than any accrued interest) shall be loaned to
      the
      Company to assist the Company in refunding the Refunded Bonds. Those proceeds
      shall be delivered as follows:




(a)  $47,500,000
      to the
      1997 Bonds Trustee, to be deposited in the Company Account of the Bond Fund
      established in the 1997 Indenture and to be utilized, as provided therein (and
      with capitalized terms hereafter used in this paragraph having the meanings
      set
      forth therein), to reimburse, together with any moneys provided by the Company
      or CEI, the Credit Facility Issuer for the draws on the Credit Facility by
      the
      1997 Bonds Trustee for the payment in full of the Debt Charges on the 1997
      Bonds
      on April 3, 2006; and




(b)  $42,640,000
      to the
      Escrow Trustee as defined and provided in the Indenture to be held, together
      with any interest earnings thereon, in trust, as provided in the Escrow
      Agreement (as defined in the Indenture) for the purpose of paying, together
      with
      any moneys provided by the Company or CEI, all of the remaining principal and
      interest due on the 1988 Bonds and the 2004 Bonds to their respective dates
      of
      redemption.




The
      Company
      acknowledges that the proceeds of the Bonds will be insufficient to pay the
      full
      costs of refunding the Refunded Bonds and that the Issuer has made no
      representation or warranty with respect to the sufficiency thereof. The Company
      further acknowledges that it and CEI are (and will remain after the issuance
      of
      the Bonds) obligated to, and hereby confirms that it and CEI will, pay all
      costs
      of the refunding and redemption of the Refunded Bonds. The Issuer acknowledges
      and confirms that the Refunded Bonds Trustee has been notified, on behalf of
      and
      at the direction of CEI, that the entire outstanding principal amount of the
      1997 Bonds and $2,805,000 outstanding principal amount of the 2004 Bonds have
      been conditionally called for redemption on April 3, 2006 and April 12, 2006,
      respectively.




The
      Company, on
      behalf of and at the direction of CEI, hereby requests that the Issuer notify
      the 1988 Bonds Trustee, pursuant to the 1988 Indenture, that the entire
      outstanding principal amount of the 1988 Bonds is to be redeemed on May 3,
      2006
      at a redemption price of 100% of the principal amount thereof, plus interest
      accrued to that redemption date. The Issuer acknowledges and confirms that
      it
      has directed the 1988 Bonds Trustee to so call the 1988 Bonds for optional
      redemption on that date.




3.2 Investment
      of
      Fund Moneys .
      Any moneys held as
      part of the Bond Fund or the Rebate Fund shall be invested or reinvested by
      the
      Trustee as provided in the Indenture. The Issuer (to the extent it retained
      or
      retains direction or control) and the Company each hereby represent that the
      investment and reinvestment and the use of the proceeds of the Refunded Bonds
      were restricted in such manner and to such extent as was necessary so that
      the
      Refunded Bonds would not constitute arbitrage bonds under Section 148 of the
      Code and each hereby covenants that it will restrict that investment and
      reinvestment and the use of the proceeds of the Bonds in such manner and to
      such
      extent, if any, as may be necessary so that the Bonds will not constitute
      arbitrage bonds under Section 148 of the Code. The Company further covenants
      and
      represents that it has taken and caused to be taken and shall take and cause
      to
      be taken all actions that may be required of it for the interest on the Bonds
      to
      be and to remain excluded from gross income for federal income tax purposes,
      and
      that it has not taken or permitted to be taken on its behalf, and covenants
      that
      it will not take, or permit to be taken on its behalf, any action which, if
      taken, would adversely affect that exclusion under the provisions of the
      Code.




-6-




The
      Company shall
      provide the Issuer with, and the Issuer may base its certificate and statement,
      each authorized by Section 8(a) of the legislation authorizing the Bonds, on,
      a
      certificate of an appropriate officer, employee or agent of or consultant to
      the
      Company for inclusion in the transcript of proceedings for the Bonds, setting
      forth the reasonable expectations of the Company on the date of delivery of
      and
      payment for the Bonds regarding the amount and use of the proceeds of the Bonds
      and the facts, estimates and circumstances on which those expectations are
      based.




**IV.
      Loan and
      Repayment.**




4.1 Amount
      and Source
      of Loan .
      Concurrently with
      the delivery of the Bonds, the Issuer will, upon the terms and conditions of
      this Agreement, lend the proceeds of the Bonds (other than any accrued interest)
      to the Company, by deposit thereof in accordance with the provisions of the
      Indenture. The Bonds may be sold by the Issuer at a discount from their
      principal amount, and in such event, the amount of such discount shall be deemed
      to have been loaned to the Company. To the extent that accrued interest on
      the
      Bonds is received by the Issuer upon the sale of the Bonds and is deposited
      into
      the Bond Fund under the Indenture, such accrued interest shall be applied to
      the
      first interest payment due on the Bonds with a corresponding credit on the
      amounts otherwise due under the Note (as hereinafter defined).




4.2 Repayment
      of
      Loan .
      The Company agrees
      to repay the loan made by the Issuer under Section 4.1 in installments which,
      as
      to amount, shall correspond to the payments of principal on the Bonds and,
      if
      applicable, any redemption price and shall bear interest at the rate or rates
      and at the times payable on the Bonds, when such principal, redemption price,
      if
      applicable, or interest is due in accordance with the terms of the Indenture
      whether on scheduled payment dates, at maturity, by acceleration, by redemption
      or otherwise; provided that such amount shall be reduced to the extent that
      other moneys on deposit with the Trustee are available for such purpose, and
      a
      credit in respect thereof has been granted pursuant to such Indenture. All
      such
      repayments made by the Company pursuant to this Agreement shall be made in
      funds
      that will be available to the Trustee no later than 4:00 p.m. (New York City
      time) the corresponding principal or applicable redemption price or interest
      payment date or other date for payment on the Bonds. The Company also agrees
      to
      pay to the Tender Agent (as defined in the Indenture) the amounts necessary
      to
      purchase Bonds pursuant to Section 5.01 of the Indenture to the extent that
      moneys are not otherwise available therefor pursuant to Section 5.03 of the
      Indenture. To evidence its obligation to pay such amounts, the Company will
      deliver the Note, as described under Section 4.3.




4.3 The
      Note .
      Concurrently with
      the issuance by the Issuer of the Bonds, the Company will execute and deliver
      to
      the Trustee a debt instrument of the Company, which debt instrument shall be
      in
      the form of a nonnegotiable promissory note (the “Note”), which Note shall be in
      substantially the form of the Waste Water Facilities Note, Series 2006-A,
      attached hereto as Exhibit B. The Note shall:




(a)  be
      payable to the
      Trustee;




(b)  be
      in a principal
      amount equal to the aggregate principal amount of the Bonds;




(c)  provide
      for payments
      of interest at least equal to the payments of interest on the Bonds, except
      to
      the extent provision is made for the payment of accrued interest;




-7-




(d)  require
      payments of
      principal plus a premium, if any, equal to the corresponding payments on the
      Bonds;




(e)  contain
      provisions
      in respect of the prepayment of principal and premium, if any, corresponding
      to
      the redemption provisions of the Bonds; and




(f)  require
      all payments
      on the Note to be made on or prior to the due date for the corresponding payment
      to be made on the Bonds.




4.4 Acceleration
      of
      Payment to Redeem Bonds .
      The Issuer will
      redeem any of the Bonds or portions thereof upon the occurrence of an event
      which gives rise to any mandatory redemption specified therein and in accordance
      with the provisions of the Indenture. Whenever the Bonds are subject to optional
      redemption, the Issuer will, but only upon request of the Company, redeem the
      same in accordance with such request and the Indenture. In either event, the
      Company will pay an amount equal to the applicable redemption price as a
      prepayment of the Note, together with interest accrued to the date of
      redemption, as provided in the Note.




In
      the event that
      the Company receives notice from the Trustee pursuant to the Indenture that
      a
      proceeding has been instituted against a Bondholder which could lead to a final
      determination that interest on the Bonds is taxable and subject to special
      mandatory redemption of Bonds as contemplated by the Indenture, the Company
      shall promptly notify in writing the Trustee and the Issuer whether or not
      it
      intends to contest such proceeding. In the event that the Company chooses to
      so
      contest, it will use its best efforts to obtain a prompt final determination
      or
      decision in such proceeding or litigation and will keep the Trustee and the
      Issuer informed of the progress of any such proceeding or
      litigation.




4.5 No
      Defense or
      Set-Off .
      The obligations of
      the Company to make payments on the Note shall be absolute and unconditional
      without defense or setoff by reason of any default by the Issuer under this
      Agreement or under any other agreement between the Company and the Issuer or
      by
      a Credit Facility Issuer (as defined in the Indenture), if any, under a Credit
      Facility (as defined in the Indenture), if any, or for any other reason,
      including without limitation, loss or impairment of investments in the Bond
      Fund, any acts or circumstances that may constitute failure of consideration,
      destruction of or damage to the Project, commercial frustration of purpose,
      or
      failure of the Issuer to perform and observe any agreement, whether express
      or
      implied, or any duty, liability or obligation arising out of or connected with
      this Agreement, it being the intention of the parties that the payments required
      hereunder will be paid in full when due without any delay or diminution
      whatsoever.




4.6 Assignment
      of
      Issuer’s Rights .
      As the source of
      payment for the Bonds, the Issuer will assign to the Trustee pursuant to the
      Indenture all the Issuer’s rights under this Agreement with respect to the Bonds
      (except rights to receive payments under Sections 5.4 and 5.5) including all
      of
      its right, title and interest in the Note and the moneys payable thereunder.
      The
      Company consents to such assignment and agrees to make payments on the Note
      and
      interest thereon directly to the Trustee without defense or setoff by reason
      of
      any dispute between the Company and the Issuer or the Trustee. The Company
      acknowledges and agrees that the Trustee and the Credit Facility Issuer are
      each
      a third party beneficiary of this Agreement and may enforce the obligations
      of
      the Company hereunder as if it were a party hereto. The Company further agrees
      to observe and perform all covenants and agreements required to be observed
      and
      performed by it under the Indenture.




4.7 Credit
      Facility;
      Conversion .
      Concurrently with
      the issuance of the Bonds, the Company shall cause to be delivered to the
      Trustee an irrevocable letter of credit issued by a bank or trust company having
      the terms specified in the Indenture. Nothing herein shall require the Company
      to maintain the Letter of Credit (as defined in the Indenture) or any other
      Credit Facility with respect to the Bonds. As provided in the Indenture, the
      Interest Rate Mode (as defined in the Indenture) for any of the Bonds is subject
      to Conversion (as defined in the Indenture) to a different Interest Rate Mode
      or
      Modes from time to time by the Company and the Company may from time to time
      change any of the Bonds from one Long-Term Rate Period (as defined in the
      Indenture) to another Long-Term Rate Period or Periods.




-8-




**V.
      Covenants
      of the Company.**




5.1 Maintenance
      and
      Operation of Project .
      The Company shall
      use its best efforts to cause the Project, including all appurtenances thereto
      and any personal property therein or thereon, to be kept and maintained in
      good
      repair and good operating condition so that the Project will continue to
      constitute a Waste Water Facility (as defined in the Act) for the purposes
      of
      the operation thereof as required hereby. So long as such shall not be in
      violation of the Act or impair the character of the Project as a Waste Water
      Facility, and provided there is continued compliance with applicable laws and
      regulations of governmental entities having jurisdiction thereof, the Company
      shall have the right to remodel the Project or make additions, modifications
      and
      improvements thereto, from time to time as it, in its discretion, may deem
      to be
      desirable for its uses and purposes, the cost of which remodeling, additions,
      modifications and improvements shall be paid by the Company and the same shall,
      when made, become a part of the Project.




To
      the extent not
      heretofore commenced, the Company shall not be under any obligation to renew,
      repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable
      or
      unnecessary portions of the Project, except to the extent, if any, necessary
      to
      ensure the continued character of the Project as a Waste Water Facility. The
      Company shall have the right from time to time to substitute personal property
      or fixtures for any portions of the Project, provided that the personal property
      or fixtures so substituted shall not impair the character of the Project as
      a
      Waste Water Facility. Any such substituted property or fixtures shall, when
      so
      substituted, become a part of the Project. The Company shall also have the
      right
      to remove any portions of the Project, without substitution therefor, provided
      that the Company shall deliver to the Trustee a certificate upon which the
      Trustee may conclusively rely signed by an engineer describing said portions
      of
      the Project and stating that the removal of such property or fixtures will
      not
      impair the character of the Project as a Waste Water Facility.




The
      Company shall,
      subject to its obligations and rights to maintain, repair or remove portions
      of
      the Project, as herein provided, use its best efforts to cause the operation
      of
      the Project to continue so long as and to the extent that operation thereof
      is
      required to comply with laws or regulations of governmental entities having
      jurisdiction thereof or unless the Issuer shall have approved the discontinuance
      of such operation (which approval shall not be unreasonably withheld). The
      Company agrees that it will, within the design capacities thereof, cause the
      Project to be operated and maintained in accordance with all applicable, valid
      and enforceable rules and regulations of the EPA and the Department of Health
      of
      the State of Ohio or any successor body, agency, commission or department to
      either, including those regulations relating to the prevention, control and
      abatement of water pollution and the prescribing of waste water standards for
      that area of the State of Ohio in which the Project is located; provided, that
      the Company reserves the right to contest in good faith any such laws or
      regulations.




Nothing
      in this
      Section shall (a) require the Company to operate or cause to be operated any
      portion of any property after it is no longer economical and feasible, in the
      Company’s judgment, to do so or (b) prevent or restrict the Company, in its sole
      discretion, at any time, from discontinuing or suspending either permanently
      or
      temporarily its use of any facility of the Company served by the Project and
      in
      the event such discontinuance or suspension shall render unnecessary the
      continued operation of the Project, the Company shall have the right to
      discontinue the operation of the Project during the period of any such
      discontinuance or suspension.




5.2 Corporate
      Existence .
      So long as the
      Bonds are outstanding, the Company will maintain its corporate existence and
      its
      qualification to do business in Ohio, except that it may dissolve or otherwise
      dispose of all or substantially all of its assets and may consolidate with
      or
      merge into another corporation or permit one or more corporations to consolidate
      with or merge into it, if the surviving, resulting or transferee corporation,
      if
      other than the Company, is solvent, has a net worth equal to the net worth
      of
      the Company immediately prior to the transaction, and assumes in writing all
      of
      the obligations of the Company hereunder and under the Note and is a corporation
      organized under one of the states of the United States of America and is duly
      qualified to do business in Ohio.




-9-




5.3 Payment
      of
      Trustee’s Compensation and Expenses .
      The Company will
      pay the Trustee’s compensation and expenses under the Indenture, including
      out-of-pocket, incidental and attorneys’ fees and expenses and all costs of
      redeeming Bonds thereunder and the compensation and expenses of any
      authenticating agent, the Bond Registrar, the Tender Agent and the Paying Agent
      appointed in respect of the Bonds, including, out-of-pocket, incidental and
      attorneys’ fees and expenses.




5.4 Payment
      of
      Issuer’s Expenses .
      The Company will
      pay the Issuer’s administrative fees and expenses, including legal and
      accounting fees, incurred by the Issuer in connection with the issuance of
      the
      Bonds and the performance by the Issuer of any and all of its functions and
      duties under this Agreement or the Indenture, including, but not limited to,
      all
      duties which may be required of the Issuer by the Trustee and the
      Bondholders.




5.5 Indemnity
      Against
      Claims .
      The Company
      releases the Issuer from, agrees that the Issuer shall not be liable for, and
      indemnifies the Issuer against, all liabilities, claims, costs and expenses
      imposed upon or asserted against the Issuer on account of: (a) the maintenance,
      operation and use of the Project; (b) any breach or default on the part of
      the
      Company in the performance of any covenant or agreement of the Company under
      this Agreement or the Note or arising from any act or failure to act by the
      Company under such documents; (c) the refunding of the Refunded Bonds, the
      issuance of the Bonds, and the provision of any information furnished by the
      Company in connection therewith concerning the Project or the Company
      (including, without limitation, any information furnished by the Company for
      inclusion in any certifications made by the Issuer under Section 3.2 or for
      inclusion in, or as a basis for preparation of, the information statements
      filed
      by the Issuer pursuant to the Code) or the subsequent remarketing or
      determination of the interest rate or rates on the Bonds; (d) any audit of
      the
      tax status of the interest on the Bonds; and (e) any claim or action or
      proceeding with respect to the matters set forth in (a), (b), (c) and (d) above
      brought thereon, except to the extent that any liability, claim, cost or loss
      was due to the Issuer’s willful misconduct.




The
      Company agrees
      to indemnify the Trustee and to hold the Trustee harmless against, any and
      all
      loss, claim, damage, fine, penalty, liability or expense incurred by it,
      including out-of-pocket and incidental expenses and legal fees and expenses
      (“Losses”), arising out of or in connection with the acceptance or
      administration of the Indenture or the trusts thereunder or the performance
      of
      its duties thereunder or under this Agreement, including the costs and expenses
      of defending itself against or investigating any claim (whether asserted by
      the
      Issuer, the Company, a Bondholder, or any other person) of liability in the
      premises, except to the extent that any such loss, liability or expense was
      due
      to its own negligence or bad faith. In addition to and not in limitation of
      the
      preceding sentence, the Company agrees to indemnify the Trustee and any
      predecessor Trustee and its agents, officers, directors and employees for any
      Losses that may be imposed on, incurred by or asserted against it for following
      any instructions or directions upon which the Trustee is authorized to rely
      pursuant to the Indenture.




In
      case any action
      or proceeding is brought against the Issuer or the Trustee, in respect of which
      indemnity may be sought hereunder, the party seeking indemnity shall promptly
      give notice of that action or proceeding to the Company, and the Company upon
      receipt of that notice shall have the obligation and the right to assume the
      defense of the action or proceeding; provided, that failure to give that notice
      shall not relieve the Company from any of its obligations under this section
      except to the extent, and only to the extent, that such failure prejudices
      the
      defense of the claim, demand, action or proceeding by the Company. At its own
      expense, an indemnified party may employ separate counsel and participate in
      the
      defense; provided, however, where it is ethically inappropriate for one firm
      to
      represent the interests of the Issuer and any other indemnified party or
      parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses,
      respectively, in connection with the Issuer’s or the Trustee’s retention of
      separate counsel. The Company shall not be liable for any settlement made
      without its consent.




-10-




The
      indemnification
      set forth above is intended to and shall include the indemnification of all
      affected officials, directors, officers and employees of the Issuer and the
      Trustee. That indemnification is intended to and shall be enforceable by the
      Issuer and the Trustee, respectively, to the full extent permitted by
      law.




5.6 Limitation
      of
      Liability of the Issuer .
      All covenants,
      stipulations, obligations and agreements of the Issuer contained in this
      Agreement or the Indenture shall be effective to the extent authorized and
      permitted by applicable law. No such covenant, stipulation, obligation or
      agreement shall be deemed to be a covenant, stipulation, obligation or agreement
      of any present or future member, officer, agent or employee of the Issuer in
      other than his official capacity, and neither the members of the Issuer nor
      any
      official executing the Bonds shall be liable personally on the Bonds or be
      subject to any personal liability or accountability by reason of the issuance
      thereof or by reason of the covenants, stipulations, obligations or agreements
      of the Issuer contained in this Agreement or in the Indenture. Furthermore,
      no
      obligation of the Issuer hereunder or under the Bonds shall be deemed to
      constitute a pledge of the faith and credit of the Issuer, or the faith and
      credit or taxing power of the State of Ohio or of any other political
      subdivision thereof, but shall be payable solely out of Revenues provided under
      the Indenture.




5.7 Insurance .
      The Company, at
      its expense, shall procure and maintain, or cause to be procured and maintained,
      continuously during the term of this Agreement, insurance policies with respect
      to the Project against such risks (including all liability for injury to persons
      or property arising from the operation of the Project) and in such amounts
      as
      property of a similar character is usually insured by corporations similarly
      situated and operating like properties.




5.8 Default,
      etc .
      In addition to all
      other rights of the Issuer granted herein, in the Note, or otherwise by law,
      the
      Issuer shall have the right to specifically enforce the performance and
      observation by the Company of any of its obligations, agreements or covenants
      under this Agreement or under the Note and may take any actions at law or in
      equity to collect any payments due or to obtain other remedies. If the Company
      shall default under any provisions of this Agreement or in any payment under
      this Agreement or the Note, and the Issuer shall employ attorneys or incur
      other
      expenses for the collection of payments due or for the enforcement of the
      performance or observation of any obligation or agreement on the part of the
      Company contained herein or therein, the Company will on demand therefor
      reimburse the reasonable fees of such attorneys and such reasonable expenses
      so
      incurred.




5.9 Deficiencies
      in
      Revenues .
      If for any reason,
      including the Company’s being required to withhold or pay any tax imposed by
      reason of its obligations evidenced by the Note, amounts paid to the Trustee
      on
      the Note, together with other moneys held by the Trustee and then available,
      would not be sufficient to make the corresponding payments of principal or
      redemption price of, and interest on, the Bonds when such payments become due,
      the Company will pay or cause to be paid the amounts required from time to
      time,
      when due, to make up any such deficiency.




5.10 Rebate
      Fund .
      If and to the
      extent required by Section 6.04 of the Indenture, the Company shall calculate
      the amount of Excess Earnings (as defined in the Indenture) as of the end of
      a
      Bond Year or the date of payment in full of all outstanding Bonds and shall
      notify the Trustee of that amount in writing. If the amount then on deposit
      in
      the Rebate Fund created under the Indenture is less than the amount of Excess
      Earnings, the Company shall, within five days after the date of the aforesaid
      calculation, pay to the Trustee for deposit in the Rebate Fund an amount
      sufficient to cause the Rebate Fund to contain an amount equal to the Excess
      Earnings. The obligation of the Company to make such payments, if and to the
      extent required by Section 6.04 of the Indenture, shall remain in effect and
      be
      binding upon the Company notwithstanding the release and discharge of the
      Indenture or the repayment of the loan as contemplated by Section 4.2. The
      Company shall obtain and keep such records of the calculations made pursuant
      to
      this Section as are required under Section 148(f) of the Code.




-11-




5.11. Assignment
      of
      Agreement in Whole or in Part by Company .
      This Agreement may
      be assigned in whole or in part by the Company without the necessity of
      obtaining the consent of either the Issuer or the Trustee, subject, however,
      to
      each of the following conditions:




(a)  No
      assignment (other
      than pursuant to Section 5.2 or Section 5.12 hereof) shall relieve the Company
      from primary liability for any of its obligations hereunder, and in the event
      of
      any such assignment the Company shall continue to remain primarily liable for
      the payments under Sections 4.2, 5.3 and 5.4 hereof and for performance and
      observance of the agreements on its part herein provided to be performed and
      observed by it.




(b)  Any
      assignment by
      the Company must retain for the Company such rights and interests as will permit
      it to perform its remaining obligations under this Agreement, and any assignee
      from the Company shall assume the obligations of the Company hereunder to the
      extent of the interest assigned.




(c)  The
      Company shall
      furnish to the Issuer, the Credit Facility Issuer and the Trustee an opinion
      of
      Bond Counsel (as defined in the Indenture) addressed to the Issuer, the Credit
      Facility Issuer and the Trustee that such assignment is authorized or permitted
      by the Act and will not adversely affect the exclusion from gross income of
      interest on the Bonds.




(d)  The
      Company shall,
      within 30 days after execution thereof, furnish or cause to be furnished to
      the
      Issuer, the Credit Facility Issuer and the Trustee a true and complete copy
      of
      each such assignment together with any instrument of assumption.




(e)  Any
      assignment from
      the Company shall not materially impair fulfillment of the purpose of the
      Project as herein provided.




5.12. Assignment
      of
      Agreement in Whole by Company .
      In addition to an
      assignment contemplated by Sections 5.2 and 5.11 hereof, this Agreement may
      be
      assigned as a whole by the Company, subject, however, to each of the following
      conditions:




(a)  The
      Company’s
      rights, duties and obligations under this Agreement and all related documents
      are assigned to, and assumed in full by, the assignee, all as of a date the
      Bonds are subject to mandatory purchase under Section 5.01(b) of the
      Indenture.




(b)  The
      assignee and the
      Company shall execute an assignment and assumption agreement, in form and
      substance reasonably acceptable to the Company, and acknowledged and agreed
      to
      by the Issuer, the Credit Facility Issuer and the Trustee, whereby the assignee
      shall confirm and acknowledge that it has assumed all of the rights, duties
      and
      obligations of the Company under this Agreement and all related documentation
      and agrees to be bound by and to perform and comply with the terms and
      provisions of this Agreement and all related documentation as if it had
      originally executed the same; provided, however, that such acknowledgement
      and
      agreement by the Issuer, the Credit Facility Issuer and the Trustee shall not
      be
      necessary if  the assignee is an Affiliate of the Company.




(c)  The
      Company shall
      furnish to the Issuer, the Credit Facility Issuer and the Trustee an opinion
      of
      Bond Counsel (as defined in the Indenture) addressed to the Issuer, the Credit
      Facility Issuer and the Trustee that such assignment is authorized or permitted
      by the Act and will not adversely affect the exclusion from gross income of
      interest on the Bonds.




(d)  The
      Company shall,
      within 30 days after execution thereof, furnish or cause to be furnished to
      the
      Issuer, the Credit Facility Issuer and the Trustee a true and complete copy
      of
      such assignment and assumption agreement.




(e)  Any
      assignment from
      the Company shall not materially impair fulfillment of the purpose of the
      Project as herein provided.




-12-




(f)  Upon
      the
      effectiveness of such assignment and assumption, the assignee shall be deemed
      to
      be the “Company” hereunder and the assignor shall be relieved of all liability
      hereunder.




**VI.
      Miscellaneous.**




6.1 Notices .
      Notice hereunder
      shall be given in writing, either by registered mail, to be deemed effective
      two
      days after mailing, by telegram, by telecopy or other similar facsimile
      transmission, or by telephone, confirmed in writing, addressed as
      follows:





The
                Issuer
            -
            Ohio
                Water
                Development Authority480
                South High
                StreetColumbus,
                Ohio
                43215Attention:
                Executive DirectorThe
                Company
            -
            FirstEnergy
                Generation Corp.76
                South Main
                StreetAkron,
                Ohio
                44308Attention:
                SecretaryThe
                Trustee
            -
            The
                Bank of
                New York Trust Company, N.A.525
                Vine
                Street, Suite 900Cincinnati,
                Ohio 45202Attention:
                Corporate Trust Department




or
      to such other
      address as may be filed in writing with the parties to this Agreement and with
      the Trustee.




6.2 Assignments .
      This Agreement may
      be assigned by the Company pursuant to Sections 5.11 and 5.12. This Agreement
      may not be assigned by the Issuer without the consent of the Company and the
      consent of the Trustee, which consent shall not be unreasonably withheld, except
      that the Issuer may assign rights with respect to the Bonds to the Trustee
      pursuant to Section 4.6 or to a successor public body. The Issuer will do all
      things in its power in order to maintain its existence or assure the assignment
      of its rights under this Agreement and the Indenture to, and the assumption
      of
      its obligations under this Agreement and the Indenture by, any successor public
      body. Notwithstanding the foregoing, no merger or consolidation permitted under
      Section 5.2 shall be deemed to be an assignment for purposes of this Section
      6.2.




6.3 Illegal,
      etc.
      Provisions Disregarded .
      In case any
      provision of this Agreement shall for any reason be held invalid, illegal or
      unenforceable in any respect, this Agreement shall be construed as if such
      provision had never been contained herein.




6.4 Applicable
      Law .
      This Agreement has
      been delivered in the State of Ohio and shall be deemed to be governed by,
      and
      interpreted under, the laws of that State.




6.5 Amendments .
      This Agreement may
      not be amended except by an instrument in writing signed by the parties and
      consented to by the Trustee and otherwise in compliance with the provisions
      of
      Section 15.03 of the Indenture.




6.6 Term
      of
      Agreement .
      This Agreement
      shall become effective upon its delivery and shall continue in effect until
      all
      Bonds have been paid or provision for such payment has been made in accordance
      with the Indenture, except that the provisions hereof contained in Sections
      1.2,
      3.2, 4.4, 4.5, 5.1, 5.3, 5.4, 5.5, 5.6, 5.10 and 6.4, this Section 6.6 and
      the
      ninth paragraph of the Note shall continue in effect thereafter.




(balance
      of page
      intentionally left blank)




-13-


IN
      WITNESS WHEREOF,
      the parties hereto, in consideration of the mutual covenants set forth herein
      and intending to be legally bound, have caused this Agreement to be executed
      and
      delivered as of the date first written above.




OHIO
                WATER
                DEVELOPMENT AUTHORITYBy_______________________________________Executive
                DirectorFIRSTENERGY
                GENERATION CORP.By________________________________________Assistant
                Treasurer







-14-


EXHIBIT
      A




PROJECT
      DESCRIPTION




The
      Waste Water
      Facilities comprising the Project have been installed at the plants listed
      below
      to control, abate, or reduce water pollution. The major units or components
      of
      the facilities comprising the Project, portions of the cost of which are being
      refinanced under the Agreement to which this Project Description is attached,
      are as follows:







AVON
      LAKE PROJECT
      UNIT





There
      were installed
      at the Avon Lake Power Plant the following Waste Water Facilities for nine
      electric-generating units, of which Units 1 to 5 are oil-fired and Units 6
      to 9
      are coal-fired:





Ash
      Transport
      Water





All
      hydrovac water
      from Units 6, 7 and 8 as well as all ash spillage is directed to the ash
      settling basin.





Bottom
      ash from
      Units 6, 7 and 8 is sluiced to two new dewatering bins. Overflow and decant
      from
      the two new and the two existing dewatering bins flows to a new bottom ash
      sluice water settling/surge tank before being recycled.





Pyrites
      from Units
      6, 7 and 8 are collected dry. Pyrites from Units 6 to 9 are hauled offsite
      for
      disposal.





The
      two existing ash
      ponds were separated. Only the first continues to operate as an ash settling
      basin. The second ash pond was enlarged and converted to an oily wastebasin.
      Effluent from the ash pond is pumped through three new pressure filters prior
      to
      discharge into Lake Erie.





Regenerants





Approximately
      stoichrometric quantities of sulfuric acid and sodium hydroxide are used in
      regenerating the ion exchange resins to provide a near neutral mixture in two
      new neutralization tanks. The waste is pumped at a controlled rate by the oily
      waste basin for further neutralization.





Floor
      and
      Equipment Drains





Floor
      and equipment
      drains from all units, including the machine shop, are collected in various
      sumps and are pumped to the 1.4 acre new oily waste basin. Effluent from the
      basin is split vertically by an overflow-underflow weir. The overflow is skimmed
      and stored in an underground storage tank. Underflow from the oily waste basin
      weir is pumped through four new pressure filters and discharged to Lake
      Erie.





Coal
      Pile
      Runoff





A
      collection ditch
      was constructed around the perimeter of the coal pile. A coal pile runoff
      retention basin was constructed between the coal pile and Lake Road. The basin
      was sized to contain the runoff from the 10-year, 24-hour rainfall of 3.5
      inches. Two pumps transfer coal pile runoff from the retention basin to the
      new
      ash settling basin.









Pretreatment
      Systems





The
      only
      modification required for the recommended system was the connection of these
      waste discharges (other than the Unit 9 precoat filter backwash) to a header
      leading to the ash settling basin.





Boiler
      Cleaning
      Wastes and Air Heater Washes





Boiler
      cleaning
      wastes and air heater washes from Units 6 to 9 (evaporation of boiler cleaning
      wastes from Units 6 and 7 may continue) is pumped to two existing clarifiers
      for
      treatment. The raw waste influent will be adjusted to a neutral pH by caustic
      addition to minimize corrosion. Lime and polyelectrolytes are added to
      precipitate soluble iron and copper. The treated waste solution is then filtered
      and dewatered. Filter cake is hauled offsite for disposal; filtrate is pumped
      to
      the ash settling basin.











LAKE
      SHORE PROJECT
      UNIT





There
      were installed
      at the Lake Shore Power Plant the following Waste Water Facilities for five
      electric generating units, of which Units Nos. 14 to 17 are oil-fired and Unit
      No. 18 is coal-fired.





Ash
      Transport
      Water





An
      existing 100 ton
      dewatering bin was relocated and another dewatering bin added. Bottom ash from
      Unit 18 is pumped to these dewatering bins. Decant and overflow from the
      dewatering bins as well as ash spillage from the dewatering bins and fly ash
      silo areas is routed to the enlarged ash pond. Pyrites from Unit 18 are also
      pumped to the ash settling basin.





The
      existing ash
      pond was enlarged. Two pumps recycle water from the ash settling basin to the
      bottom ash sluice system. Blowdown from the recycle system is pumped through
      two
      pressure filters to Lake Erie. One filter can treat the total flow while the
      other is being backwashed.





Regenerants





Wastewater
      from ion
      exchange resin regeneration is pumped to a new neutralization tank from which
      it
      flows at a controlled rate to the oil waste basin.





Floor
      and
      Equipment Drains





Uncontaminated
      drains, mainly steam condensate and fire protection blowdown, are discharged
      to
      the intake canal. Other floor and equipment drain wastewaters are collected
      and
      routed to a new oily waste basin.





The
      minimum
      retention time in the new 4.0 million gallon oily waste basin is adequate for
      pond stability. Effluent from the basin is split vertically by an
      overflow-underflow weir. The overflow is skimmed and flows to an underground
      storage tank. Underflow from the wire is pumped through three pressure filters
      to Lake Erie.









Pretreatment
      System





Sludge
      from the
      clarification equipment and gravity sand filter backwashes are routed to the
      new
      neutralization tank and then to the oily waste basin before discharge to Lake
      Erie.





Boiler
      Cleaning
      Wastes and Air Heater Washes





Boiler
      tube chemical
      cleaning wastes and air heater washes are pumped to a new chemical waste basin.
      The basin is provided with a liner to prevent ground water contamination.
      Wastewater is pumped from the chemical waste basin to two chemical treatment
      tanks. Lime slurry is added to the tanks to precipitate soluble iron and copper.
      The treated solution is then filtered and dewatered. Filter cake is hauled
      offsite for disposal; filtrate is discharged to the ash settling
      basin.











EASTLAKE
      PROJECT
      UNIT





There
      were installed
      at the Eastlake Power Plant the following Waste Water Facilities for five
      coal-fired electric generating units:





Ash
      Transport
      Water





A
      bottom ash sluice
      recycle system and an enlarged ash settling basin were installed and filtration
      of the ash settling basin effluent was employed.





Two
      dewatering bins
      were installed to receive bottom ash from Units 1 to 4. Overflow and decant
      water from these are sent to settling surge tanks and then returned to the
      ash
      sluicing system for reuse. Surges in excess of the sluice water recycle pumps’
capacity overflows into the ash settling basin.





Bottom
      ash at Unit 5
      continues to be sluiced to two existing dewatering bins. The decant and overflow
      from these bins flows to a new settling surge tank recycling.





Ash
      spillage from
      the new dewatering bins (Units 1 to 4), the fly ash silo area (Units 2 to 4),
      Unit 5 dewatering bins and the Unit 5 precipitator unloading area are directed
      to the modified ash basin. Filtrate from the chemical waste treatment tanks
      and
      wastewater from the coal pile runoff basin are discharged into a new collection
      basin. Two pumps then transfer the water to the improved ash settling
      basin.





The
      enlarged ash
      settling basin also receives wastewater from the hydrovac recycle clarifier
      sludge.





Three
      pressure
      filters were installed at the end of the ash settling basin. The ash settling
      basin overflow is pumped through the filters to the discharge channel. Two
      filters can handle full flow while the third is being backwashed. The filters
      backwash into the settling basin.





Regenerants





Stoichrometric
      quantities of sulfuric acid and sodium hydroxide are used in regenerating the
      ion exchange resins. This is an increased dosage of caustic resulting in a
      more
      nearly neutral effluent. New neutralization tanks for Units No. 1-4 were
      equipped with mixing eductors or agitators. The contents are discharged to
      the
      new oil waste basin for further neutralization before discharge to Lake
      Erie.









Floor
      and
      Equipment Drains





Floor
      and equipment
      drains from Units 1 to 5 are collected and rerouted to the new oily waste
      collection sump. The bilge sump discharge in the boiler room basement of Units
      1
      to 4 are rerouted to the ash settling surge tank. Four pumps transfer the
      wastewater from the new oily waste collection sump to the new oily waste
      basin.





The
      new oily waste
      basin is to be constructed on the east side of the plant. Effluent from the
      basin is split vertically by an overflow-underflow weir. The overflow is skimmed
      and stored in storage tanks for eventual disposal. The underflow is pumped
      through three pressure filters and then is discharged to the intake
      canal.





Coal
      Pile
      Runoff





A
      collection ditch
      around the perimeter of the coal pile was constructed. A coal pile runoff
      retention basin, sized to contain the runoff resulting from the 10-year, 24-hour
      rainfall of about 3.5 inches, was constructed to the east of the coal pile.
      The
      retention basin discharges at 250 gpm to the ash settling basin.





Pretreatment
      System





Filter
      backwash,
      clarifier sludge and condensate polisher backwash are pumped to the ash settling
      basin via an intermediate collection basin.





Boiler
      Cleaning
      Wastes and Air Heater Washes





Boiler
      cleaning
      wastes and air heater washes for all units are pumped to the chemical waste
      holding tank No. 1 (the “C” clarifloculator). Any excess or overflow goes to
      chemical waste holding tank No. 2 (“B” thickener). Influent pH is adjusted to
      7.0 to prevent excessive corrosion. Lime and polyelectrolytes are added to
      precipitate soluble iron and copper. The treated waste solution is then filtered
      and dewatered. Filter cake is hauled offsite for disposal; filtrate is pumped
      to
      the ash settling basin for further neutralization and filtration.











ASHTABULA
      A & B
      PROJECT UNIT





There
      were installed
      at the Ashtabula A & B Power Plant the following Waste Water Facilities for
      fire electric-generating units of which Units Nos. 1 to 4 are oil-fired and
      Unit
      No. 5 is coal-fired.





Ash
      Transport
      Water





Bottom
      ash from Unit
      5 is sluiced to two new dewatering bins.  Decant and overflow from
      these bins flow by gravity to the improved ash settling basin. Bottom ash is
      hauled offsite for disposal.









Ash
      spillage at the
      existing fly ash site and new precipitators and at the dewatering bins is
      transported to the ash settling basin.





The
      ash settling
      basin overflows to a sump where two pumps recycle water to the bottom ash sluice
      system and two other pumps discharge through three pressure filters to the
      discharge channel. Two of three filters can treat the entire flow while the
      third is being backwashed.





Floor
      and
      Equipment Drains





All
      flows from floor
      and equipment drains in the plant are collected in sumps and pumped to the
      new
      oily waste basin. The oily waste basin is located to the east of the plant.
      Effluent from the basin is split vertically by an overflow-underflow weir.
      The
      overflow is skimmed and flows to an underground oil storage tank. The underflow
      from the basin discharge weir is pumped through three pressure filters to the
      discharge channel. Two of the filters can treat the entire flow while the third
      is being backwashed.





Coal
      Pile
      Runoff





A
      collection ditch
      is constructed around the perimeter of the coal pile. The existing underdrain
      system is plugged to prevent the discharge of coal pile runoff directly to
      the
      discharge channel. The new collection ditch drains to a retention basin,
      designed to contain the 10-year, 24-hour rainfall of 3.5 inches. The coal pile
      retention basin gravity flows to the ash settling basin at 250 gpm or
      less.





Clarifier
      sludge and
      gravity sand filter backwashes from the pretreatment system are pumped to the
      improved ash retention basin.





Boiler
      Cleaning
      Wastes and Air Heater Washes





Boiler
      tube chemical
      cleaning wastes and air heater washes are routed to a new chemical waste
      retention basin. This basin is lined to prevent ground water contamination.
      Chemical wastes are pumped from the basin to two chemical treatment tanks.
      Lime
      slurry is added to the tanks to adjust the pH, precipitating iron and copper.
      The treated wastewater is then filtered and dewatered. Filter cake is hauled
      offsite for disposal. Filtrate combines with ash basin effluent prior to
      discharge to the discharge channel.











ASHTABULA
      C PROJECT
      UNIT





There
      were installed
      at the Ashtabula C Power Plant the following Waste Water Facilities for four
      coal-fired electric generating units:





Ash
      Transport
      Water





Bottom
      ash and
      pyrites are pumped to one of two new bottom ash storage bins, which are located
      north of the existing fly ash storage silos. Overflow and decant from the bottom
      ash storage bins are directed to a new ash collection sump, as is spillage
      from
      the fly ash silo, bottom ash storage bins and coal unloading area. Sump contents
      are pumped to the new ash settling basin.









The
      new ash settling
      basin is located in the northeast corner of the property. The pond is
      constructed with sheet piling walls on the north and west sides. Four pumps
      will
      recycle water from the ash settling basin to the bottom ash sluice system.
      Blowdown from the recycling system is pumped through one of two pressure filters
      to Lake Erie.





Regenerants





Wastewater
      from ion
      exchange resin regeneration flows by gravity to the new ash collection sump,
      where it is pumped to the oily waste basin.





Floor
      and
      Equipment Drains





Wastewater
      from all
      floor and equipment drains is collected and routed to a new oily waste sump.
      This water is pumped to a new oily waste basin.





The
      new oily waste
      basin is located south of the new ash settling basin. Effluent from the basin
      is
      split vertically by an overflow-underflow weir. The overflow is skimmed and
      flows to an underground oil storage tank. Underflow from the weir is pumped
      through three pressure filters to Lake Erie. Two filters can treat the entire
      flow, while the third is being backwashed.





Pretreatment
      System





Clarifier
      sludge and
      gravity filter backwash is pumped to the ash settling basin.





Boiler
      Cleaning
      Wastes and Air Heater Washes





Boiler
      tube chemical
      cleaning wastes and air heater washes are routed to a new chemical waste basin.
      The basin is provided with a liner to prevent groundwater contamination.
      Wastewater is pumped from the chemical waste basin to two chemical treatment
      tanks. Lime slurry is added to the tanks to precipitate soluble iron and copper.
      The treated solution is then filtered and dewatered. Filter cake is hauled
      offsite for disposal; filtrate combines with ash settling basin effluent prior
      to discharge to Lake Erie.











CANAL
      ROAD PROJECT
      UNIT





There
      were installed
      at the Canal Road Steam Heating Plant the following Waste Water Facilities
      for
      five coal-fired boilers:





Ash
      Transport
      Water





Bottom
      ash and fly
      ash are sluiced to the ash sump. Discharge from the ash sump is piped to the
      existing and new bottom ash storage bins located southeast of the existing
      coal
      pile. In addition, the coal reclaim hopper sump which discharged into the
      elevator sump was rerouted to discharge into the ash sump.





Solids
      settling in
      the bins are trucked offsite for disposal. The decant and overflow from both
      bottom ash storage bins is piped to gravity settling equipment. Solids from
      the
      gravity settler are recycled to the bins. The gravity settler discharge is
      returned to the ash sluicing water system for recycling.





The
      effluent from
      the coal area and bottom ash storage bin drains is collected in the coal area
      sump and pumped into the ash sump discharge line which flows to the bottom
      ash
      storage bins.









Regenerants





Regenerant
      waste
      from the plant water softening system drains by gravity to a new sump. The
      waste
      is transferred from the sump to the municipal sewer.





Floor
      and
      Equipment Drains





All
      potentially oily
      floor and equipment drains, which discharge flow from the operating floor,
      were
      piped to a header where they flow by gravity to the new oil/water separator.
      Floor and equipment drains, which discharged to the ash sluicing trench and
      well
      No. 2, were routed to the new oily waste sump which discharges to the oil water
      separator. The elevator sump also discharges into the separator.





The
      removed oil from
      the separator was pumped to an oil storage tank and trucked offsite for
      disposal. The discharge from the oil/water separators is pumped to the municipal
      sewer.





Coal
      Pile
      Runoff





Coal
      pile runoff is
      collected in a new sump and pumped to the ash transport water piping system
      which flows to the bottom ash storage bins. The mixing of ash wastewater and
      coal pile runoff neutralizes the acid condition of the runoff. The settling
      process in the bottom ash storage bins and gravity settling equipment renders
      the water suitable for recycling.





Boiler
      Cleaning
      Wastes





The
      boiler blowdown
      system consists of two neutralization tanks, each equipped with a recirculation
      pump and a mixing eductor.





Blowdown
      waste
      collects in one neutralization tank until it is filled to capacity. The blowdown
      flow is then diverted to the second tank. To provide adequate mixing, the
      contents of the tanks are continuously recirculated through the mixing eductor,
      located within the tank. Concentrated sulfuric acid is injected into the waste
      to provide a neutral pH.





Following
      neutralization, the boiler blowdown waste is discharged to the municipal sewer
      via the new regenerant waste sump. The neutralization procedure is repeated
      for
      the second neutralization tank.







EXHIBIT
      B




FORM
      OF COMPANY
      NOTE




FIRSTENERGY
      GENERATION CORP.




WASTE
      WATER
      FACILITIES NOTE




SERIES
      2006-A




FIRSTENERGY
      GENERATION CORP. (the “Company”), an Ohio corporation, for value received,
      promises to pay to The Bank of New York Trust Company, N.A. (the “Trustee”), as
      Trustee under the Trust Indenture dated as of April 1, 2006 (the “Indenture”) of
      the Ohio Water Development Authority (the “Issuer”), the principal sum of
      $90,140,000 on May 15, 2019 and to pay (i) interest thereon from the date hereof
      until the payment of said principal sum has been made or provided for at a
      rate
      or rates at all times equal to the interest rate or rates from time to time
      borne by the Issuer’s State of Ohio Pollution Control Revenue Refunding Bonds,
      Series 2006-A (FirstEnergy Generation Corp. Project) (the “Bonds”) and payable
      on each date that interest is payable on the Bonds, and (ii) interest on overdue
      principal, and to the extent permitted by law, on overdue interest, at the
      rate
      or rates borne by the Bonds.




In
      addition to its
      obligations hereunder to pay the principal of and interest on this Note, the
      Company also agrees to pay to The Bank of New York Trust Company, N.A., as
      Tender Agent (the “Tender Agent”), the amounts necessary to purchase Bonds
      pursuant to Section 5.01 of the Indenture to the extent that moneys are not
      otherwise available therefor pursuant to Section 5.03 of the
      Indenture.




This
      Note is issued
      pursuant to a certain Waste Water Facilities Loan Agreement (the “Agreement”)
      dated as of April 1, 2006 between the Issuer and the Company relating to the
      refunding of certain obligations of the Issuer previously issued to assist
      certain affiliates of the Company in the financing of a portion of the cost
      of
      acquiring, constructing and installing certain waste water facilities described
      in Exhibit A to the Agreement (the “Project”). The obligations of the Company to
      make the payments required hereunder shall be absolute and unconditional without
      defense or set-off by reason of any default by the Issuer under the Agreement
      or
      under any other agreement between the Company and the Issuer or by a Credit
      Facility Issuer, if any, under a Credit Facility, if any, or for any other
      reason, including without limitation, loss or impairment of investments in
      the
      Bond Fund, any acts or circumstances that may constitute failure of
      consideration, destruction of or damage to the Project, commercial frustration
      of purpose, or failure of the Issuer to perform and observe any agreement,
      whether express or implied, or any duty, liability or obligation arising out
      of
      or connected with the Agreement, it being the intention of the Company and
      the
      Issuer that the payments hereunder will be paid in full when due without any
      delay or diminution whatsoever.




This
      Note is subject
      to prepayment, at the option of the Company, upon written notice to the Trustee
      given not less than 15 days prior to the day on which the Trustee is required
      to
      give notice of optional redemption to the Bondholders pursuant to Section 9.04
      of Indenture, to the extent that the Bonds are subject to optional redemption
      pursuant to Section 9.01(a) of the Indenture at a prepayment price equal to
      the
      corresponding redemption price of the Bonds. Notice of any optional prepayment
      of this Note shall be conditional if the corresponding notice of optional
      redemption of the Bonds under Section 9.04 of the Indenture is conditional
      and
      if the optional redemption of the Bonds does not occur as a result of a failure
      of such condition, the notice of optional prepayment of this Note shall be
      of no
      effect.




B-1




If
      the Bonds are
      being called for mandatory redemption as provided in Section 9.01(b) of the
      Indenture, the Company shall, on or before the proposed redemption date for
      the
      Bonds, pay to the Trustee the whole or portion of the unpaid principal amount
      of
      this Note equal to the principal amount of the Bonds being called for mandatory
      redemption.




In
      the event that
      the Company receives notice from the Trustee pursuant to Section 9.01(b) of
      the
      Indenture that a proceeding has been instituted against a Bondholder which
      could
      lead to a final determination that interest on the Bonds is taxable and to
      Special Mandatory Redemption of the Bonds as contemplated by such Section,
      the
      Company shall promptly notify the Trustee and the Issuer whether or not it
      intends to contest such proceeding. In the event that the Company chooses to
      so
      contest, it will use its best efforts to obtain a prompt final determination
      or
      decision in such proceeding or litigation and will keep the Trustee and the
      Issuer informed of the progress of any such proceeding or
      litigation.




Upon
      receipt by the
      Trustee of notice of optional prepayment in accordance with Section 9.01(a)
      of
      the Indenture and at the time of the giving of notice by the Trustee to the
      Company of a mandatory prepayment, the Trustee shall take all action necessary
      under and in accordance with the Indenture to redeem Bonds in an amount
      corresponding to that specified in the particular notice.




The
      Company is
      entitled to a credit against its obligations under this Note and this Note
      shall
      not be subject to required payment or prepayment to the extent that amounts
      which would otherwise be payable by the Company hereunder are paid from drawings
      under or payments made pursuant to the Credit Facility, if any, then held by
      the
      Trustee or from other funds held by the Trustee under the Indenture and
      available for such payment.




Whenever
      payment or
      provision therefor has been made in respect of the principal or redemption
      price
      of all or any portion of the Bonds and interest on all or any portion of the
      Bonds, together with all other sums payable by the Issuer under the Indenture,
      in accordance with Article XVI of the Indenture, this Note shall be deemed
      paid
      to the extent such payment or provision therefor has been made, and if thereby
      deemed paid in full, this Note shall be canceled and returned to the Company.
      Notwithstanding the foregoing, if, for any reason, the amounts specified above
      are not sufficient to make corresponding payments of principal or redemption
      price of the Bonds and interest on the Bonds, when such payments are due, the
      Company shall pay as additional amounts due hereunder, the amounts required
      from
      time to time to make up any such deficiency.




All
      payments of
      principal, prepayment price, if any, and interest shall be made to the Trustee
      at its designated corporate trust office or as otherwise directed by the
      Trustee, and all payments pursuant to the second paragraph of this Note shall
      be
      made to the Tender Agent at its designated corporate trust office or as
      otherwise directed by the Trustee, in each case, in such coin or currency of
      the
      United States of America as at the time of payment shall be legal tender for
      the
      payment of public and private debts. All payments shall be in the full amount
      required hereunder unless the Trustee notifies the Company that it is entitled
      to a credit under the Agreement, this Note or the Indenture.




Each
      of the
      following events is hereby defined as, and is declared to be and to constitute,
      an “Event of Default”:




(a)  failure
      by the
      Company to pay the principal or prepayment price of this Note in the amounts
      and
      at the times necessary to enable the Trustee to pay the principal or redemption
      price of the Bonds at maturity or upon unconditional proceedings for redemption
      when due; or




B-2




(b)  failure
      by the
      Company to pay interest on this Note in amounts and at these times necessary
      to
      enable the Trustee to pay interest on the Bonds, (i) if such Bonds bear interest
      at a Commercial Paper Rate, Dutch Auction Rate, Daily Rate, Weekly Rate or
      Semi-Annual Rate, when due, and (ii) if such Bonds bear interest in any other
      Interest Rate Mode then within one Business Day of when such interest becomes
      due and payable; or




(c)  failure
      by the
      Company to pay the amounts due on this Note sufficient to enable the Tender
      Agent to pay the purchase price of any Bonds in accordance with Section 5.01
      of
      the Indenture when such payment has become due and payable; or




(d)  (i)
      if the Company
      shall (1) apply for or consent to the appointment of a receiver, trustee,
      liquidator or custodian or the like of itself or of its property, (2) admit
      in
      writing its inability to pay its debts generally as they become due, (3) make
      a
      general assignment for the benefit of creditors, (4) be adjudicated a bankrupt
      or insolvent, (5) commence a voluntary case under Title 11 of the United States
      Code (the “Bankruptcy Code”) or file a voluntary petition or answer seeking
      reorganization, an arrangement with creditors or an order for relief or seeking
      to take advantage of any insolvency law or file an answer admitting the material
      allegations of a petition filed against it in any bankruptcy, reorganization
      or
      insolvency proceeding; or corporate action shall be taken by it for the purpose
      of effecting any of the foregoing, or (ii) if without the application, approval
      or consent of the Company, a proceeding shall be instituted in any court of
      competent jurisdiction, under any law relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking in respect of the Company an order
      for relief or an adjudication in bankruptcy, reorganization, dissolution,
      winding up, liquidation, a composition or arrangement with creditors, a
      readjustment of debts, the appointment of a trustee, receiver, liquidator or
      custodian or the like of the Company or of all or any substantial part of its
      assets, or other like relief in respect thereof under any bankruptcy or
      insolvency law, and, if such proceeding is being contested by the Company in
      good faith, the same shall (A) result in the entry of an order for relief or
      any
      such adjudication or appointment or (B) continue undismissed, or pending and
      unstayed, for any period of sixty (60) consecutive days; or




(e)  acceleration
      of
      maturity of the Bonds under Section 11.02 of the Indenture.




Upon
      the occurrence
      of an Event of Default and during the continuance thereof, the Trustee, by
      notice in writing to the Company, shall in the case of an Event of Default
      under
      paragraph (e) above and may in the case of any other Event of Default declare
      the unpaid balance of this Note to be due and payable immediately if,
      concurrently with or prior to such notice, the unpaid principal amount of the
      Bonds has been declared due and payable, and upon any such declaration the
      same
      shall become and shall be immediately due and payable, anything in this Note
      to
      the contrary notwithstanding. Notwithstanding the foregoing, if after any
      declaration of acceleration hereunder there is an annulment of any declaration
      of acceleration with respect to the Bonds, such annulment shall also
      automatically constitute an annulment of any corresponding declaration under
      this Note and a waiver and rescission of the consequences of such
      declaration.




B-3




In
      case the Trustee
      shall have proceeded to enforce any right under this Note and such proceedings
      shall have been discontinued or abandoned for any reason or shall have been
      determined adversely to the Trustee, then and in every such case the Company
      and
      the Trustee shall be restored to their respective positions and rights
      hereunder, and all rights, remedies and powers of the Company and the Trustee
      shall continue as though no such proceeding had been taken, but subject to
      the
      limitations of any such adverse determination.




The
      Company
      covenants that, in case default shall be made in the payment of any installment
      of principal, prepayment price or interest in respect of this Note, whether
      at
      maturity or by declaration or otherwise, then, upon demand of the Issuer or
      the
      Trustee, the Company will pay to the Trustee the whole amount that then shall
      have become due and payable on this Note for principal, prepayment price and
      interest with interest on the overdue principal and prepayment price and (to
      the
      extent enforceable under applicable law) on the overdue installments of interest
      at the rate or rates borne by this Note; and, in addition thereto, such further
      amount as shall be sufficient to cover the reasonable costs and expenses of
      collection, including a reasonable compensation to the Trustee, its agents,
      attorneys and counsel, and any expenses or liabilities incurred by the Trustee
      other than through its negligence or bad faith.




In
      case the Company
      shall fail forthwith to pay such amounts upon such demand, the Trustee shall
      be
      entitled and empowered to take any actions permitted under applicable law and
      to
      institute any actions or proceedings at law or in equity for the collection
      of
      the sums so due and unpaid, and may prosecute any such action or proceeding
      to
      judgment or final decree, and may enforce any such judgment or final decree
      against the Company and collect in the manner provided by law out of the
      property of the Company the moneys adjudged or decreed to be
      payable.




In
      case there shall
      be pending proceedings for the bankruptcy or for the reorganization of the
      Company under the Bankruptcy Code or any other applicable law, or in case a
      receiver or trustee shall have been appointed for the property of the Company
      or
      in the case of any other similar judicial proceedings relative to the Company,
      or to the creditors or property of the Company, the Trustee shall be entitled
      and empowered, by intervention in such proceedings or otherwise, to file and
      prove a claim or claims for the whole amount of this Note and interest owing
      and
      unpaid in respect thereof and, in case of any judicial proceedings, to file
      such
      proofs of claim and other papers or documents as may be necessary or advisable
      in order to have the claims of the Trustee allowed in such judicial proceedings
      relative to the Company, its creditors, or its property, and to collect and
      receive any moneys or other property payable or deliverable on any such claims,
      and to distribute the same after the deduction of its charges and expenses;
      and
      any receiver, assignee or trustee in bankruptcy or reorganization is hereby
      authorized to make such payments to the Trustee, and to pay to the Trustee
      any
      amount due it for compensation and expenses, including counsel fees incurred
      by
      it up to the date of such distribution.




No
      remedy herein
      conferred is intended to be exclusive of any other remedy or
      remedies.




No
      recourse shall be
      had for the payment of the principal or prepayment price of or interest on
      this
      Note, or for any claim based hereon or on the Agreement, against any officer,
      director or stockholder, past, present or future, of the Company as such, either
      directly or through the Company, under any constitutional provision, statute
      or
      rule of law, or by the enforcement of any assessment or by any legal or
      equitable proceeding or otherwise.




This
      Note shall at
      all times be and remain part of the trust estate under the Indenture, and no
      assignment or transfer by the Trustee of its rights hereunder, other than (i)
      a
      transfer made after an Event of Default under the Indenture in the course of
      the
      Trustee’s exercise of its rights and remedies consequent upon such Event of
      Default, or (ii) a transfer required in the performance of the Trustee’s duties
      under the Indenture, shall be effective.




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Capitalized
      terms
      used in this Note not defined herein shall have the meanings ascribed to them
      in
      the Indenture.




IN
      WITNESS WHEREOF,
      the Company has caused this Note to be duly executed and delivered.




Dated:  April
                3, 2006
            FIRSTENERGY
                GENERATION CORP.By:
                ______________________________Assistant
                Treasurer








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