Unassociated Document


     

    EXHIBIT
4.1(c)



    
      


      
        
          

        



    

    


    


    THIRD
SUPPLEMENTAL INDENTURE

    


    __________

    


    


    FIRSTENERGY
GENERATION CORP.

    


    


    TO

    


    


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

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

    as
Trustee

    


    __________

    


    Dated
as of March 31, 2009

    


    __________

    


    Providing
among other things for

    


    First
Mortgage Bonds, Collateral Series A of 2009 due 2011

    


    _________

    


    Supplemental
to Open-End Mortgage, General Mortgage

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

    
      


       

       

        
          

        

      

      
 

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS THIRD SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of March 31, 2009, between FIRSTENERGY GENERATION
CORP., a corporation organized and existing under the laws of the State of Ohio
(hereinafter called the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), a national banking association organized and
existing under the laws of the United States of America, as Trustee (hereinafter
called the “Trustee”)
under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated
as of June 19, 2008 (hereinafter called the “Original
Indenture”) with the Company.

     

    W
I T N E S S E T H:

     

    WHEREAS, the Company has
heretofore duly executed and delivered to the Trustee the Original Indenture to
secure Bonds of the Company, issuable in series, from time to time, in the
manner and subject to the conditions set forth, and without limit as to
principal amount except as provided in the Original Indenture which Original
Indenture has been filed for record in the filing offices set forth on Schedule
1 attached hereto and incorporated herein by reference; and

     

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

     

    WHEREAS, the Company, by
appropriate corporate action in conformity with the terms of the Indenture, has
duly determined to create a new series of Bonds under the Indenture, consisting
of $100,000,000 in principal amount to be designated as “First Mortgage Bonds,
Collateral Series A of 2009 due 2011” (hereinafter referred to as the “bonds of
Collateral Series A”), which shall bear interest at the rate per annum
set forth in, shall be subject to certain redemption rights and obligations set
forth in, and will otherwise be in the form and have the terms and provisions
provided for in this Supplemental Indenture; and

     

    WHEREAS, the bonds of
Collateral Series A and the Trustee’s certificate of authentication to be
endorsed thereon shall be substantially in the form included in Exhibit A
hereto; and

     

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

     

    WHEREAS, the Company deems it
advisable to enter into this Supplemental Indenture for the purposes of
establishing the form, terms and provisions of the bonds of Collateral Series A,
as provided and contemplated by Sections 2.01(a) and 3.01(b) of the Indenture,
and the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      Company has
requested and hereby requests the Trustee to join in the execution of this Supplemental Indenture;
and

    

     

    WHEREAS, all acts and things
have been done and performed which are necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed;
and the execution and delivery of this Supplemental Indenture have been in all
respects duly authorized.

     

    NOW THEREFORE, in
consideration of the premises and in further consideration of the sum of One
Dollar in lawful money of the United States of America paid to the Company by
the Trustee at or before the execution and delivery of this Supplemental
Indenture, the receipt whereof is hereby acknowledged, and of other good and
valuable consideration, it is agreed by and between the Company and the Trustee
as follows:

     

     

    ARTICLE
I

     

    DEFINITIONS

     

    SECTION
1.01               Terms Incorporated by
Reference.

     

    Except for the terms
defined in this Supplemental Indenture, all capitalized terms used in this
Supplemental Indenture have the respective meanings set forth in the Original
Indenture.

     

    SECTION
1.02                Additional
Definitions.

     

    “Administrative
Agent” means The Royal Bank of Scotland Finance (Ireland), as
Administrative Agent under the Credit Agreement, or any successor thereto as
such Administrative Agent thereunder.

     

    “Advances”
shall have the meaning assigned to such term in the Credit
Agreement.

     

    “Borrowers”
means the Company and FirstEnergy Solutions Corp., as Borrowers under the Credit
Agreement.

     

    “Commitment”
shall have the meaning assigned to such term in the Credit
Agreement.

     

    “Credit
Agreement” means the Credit Agreement, dated as of March 31, 2009, among
the Company, FirstEnergy Solutions Corp., the banks and other financial
institutions party thereto from time to time and the Administrative
Agent.

     

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

     

    “Lenders”
shall have the meaning assigned to such term in the Credit
Agreement.

     

    “Majority
Lenders”
shall have the meaning assigned to such term in the Credit
Agreement.

     

     

     

    
      
        
        

      

      
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    SECTION
1.03.              
Rules of
Construction.  All references to any agreement refer to such
agreement as modified, varied, supplemented, amended or restated from time to
time by the parties thereto (including any permitted successors or assigns) in
accordance with its terms.

     

    ARTICLE
II

     

    BONDS

     

    SECTION
2.01.  Designation
and Issuance of Bonds.  The bonds of Collateral Series A shall
be designated, as hereinbefore recited, as the Company’s “First Mortgage
Bonds, Collateral
Series A of 2009 due 2011” and, subject to the provisions of the Indenture,
shall be limited to the aggregate principal amount of One Hundred Million
Dollars ($100,000,000).  The bonds of Collateral Series A are to be
issued and secured by the Lien of the Indenture.

     

    SECTION
2.02.  Form, Date,
Maturity Date, Interest Rate and Interest Payment Dates of
Bonds.  (a)  The definitive bonds of Collateral
Series A shall be in engraved, lithographed, printed or typewritten form and
shall be registered bonds without coupons, and such bonds and the Trustee’s
certificate of authentication to be endorsed thereon shall be substantially in
the form included in Exhibit A hereto.  The bonds of Collateral Series
A shall be dated as provided in Section 3.03 of the Original
Indenture.

     

    (b)           The
bonds of Collateral Series A shall bear interest as provided in the form of the
bond of Collateral Series A, and such provisions are incorporated at this place
as though set forth in their entirety.  The interest rate and maturity
date of the bonds of Collateral Series A shall be as set forth in the form of
the bond of Collateral Series A.

     

    (c)           The
interest on the bonds of Collateral Series A so payable on any Interest Payment
Date shall, subject to the exceptions provided in Section 3.07 of the Original
Indenture, be paid to the person in whose name such bond is registered on such
Interest Payment Date.

     

    SECTION
2.03.  Bonds Issued
as Collateral Security.  The bonds of Collateral Series A shall
be issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent, for the benefit of the Lenders, in order to secure and
provide for, and as collateral security for, the payment when due of the
principal of and interest on, and fees with respect to, outstanding Advances
under the Credit Agreement.

     

    SECTION
2.04.  Credit for
Payments under the Credit Agreement.  Any payment made in
respect of the Borrowers’ obligations under the Credit Agreement with respect to the payment of principal of or interest
on the Advances shall be deemed a payment in respect of the principal of or interest on (as applicable)
the bonds of Collateral Series A, but such payment shall not reduce the
principal amount of the bonds of Collateral Series A unless, and then only to
the extent, the aggregate amount of the Lenders’ Commitments is irrevocably
reduced concurrently with such payment. The obligation of the Company to make
payments with respect to the principal of and interest on the bonds of
Collateral Series A shall be fully satisfied and discharged to the extent that,
at any time that any such payment shall be due, the Borrowers or either of them
shall have paid fully the then due principal of and interest on, and fees with


     

     

    
      
        
        

      

      
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      respect to,
outstanding Advances. Until such time as the Trustee shall have received notice
from the Administrative Agent that an "Event of Default" under the Credit
Agreement has occurred and is continuing, the Trustee shall be entitled to
assume that all such payments have been made.  In the event that all
of the obligations of the Borrowers under the Credit Agreement have been
discharged, the bond of Collateral Series A shall be deemed to have been paid in
full and shall be surrendered to the Trustee for
cancellation.

    

     

    SECTION
2.05.  Execution of
Bonds.  The bonds of Collateral Series A shall be executed on
behalf of the Company in accordance with Section 3.03 of the Original
Indenture.

     

    SECTION
2.06.  Medium and
Places of Payment of Principal of, and Interest on, Bonds; Transferability and
Exchangeability.  The principal of, and the interest on, the
bonds of Collateral Series A shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts, and such principal and interest shall be
payable at the office or agency of the Company in the City of Cleveland, State
of Ohio.  The Corporate Trust Office of the Trustee shall serve as the
initial location of such office.  Subject to the limitations provided
herein, the bonds of Collateral Series A shall be transferable and exchangeable,
in the manner provided in Sections 3.05 and 3.06 of the Original Indenture, at
said office or agency.  The bonds of Collateral Series A shall not be
transferable except (i) to a successor to the Administrative Agent under the
Credit Agreement, (ii) to any Person or Persons in connection with the exercise
of the rights and remedies of the holder thereof consequent upon an “Event of
Default” as defined in the Indenture, or (iii) as may be necessary to comply
with a final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.  No charge
shall be made by the Company to the registered owner of any bond of Collateral
Series A for the registration of transfer of such bond or for the exchange
thereof for bonds of the same series of other authorized denominations, except,
in the case of any transfer, a charge sufficient to reimburse the Company for
any stamp or other tax or governmental charge required to be paid by the Company
or the Trustee.

     

    SECTION
2.07.  Denominations
and Numbering of Bonds.  The definitive bonds of Collateral
Series A shall be issued in the denomination of $5,000 and any integral multiple
thereof.  The bonds of Collateral Series A shall each be numbered R-1
and consecutively upwards.

     

    SECTION
2.08.  Temporary
Bonds.  Until definitive bonds of Collateral Series A are ready
for delivery, there may be authenticated and issued in lieu of any thereof and
subject to all of the provisions, limitations, and conditions set forth in
Section 3.04 of the Original Indenture, temporary registered bonds of Collateral
Series A without coupons.

     

    SECTION
2.09.  Mandatory
Redemption.  The bonds of Collateral Series A shall be redeemed
by the Company in whole at any time prior to maturity at a redemption price of
100% of the principal amount to be redeemed, plus any accrued and unpaid
interest to the redemption date, but only if the Trustee shall receive a written
demand from the Administrative Agent for redemption of all the bonds of
Collateral Series A held by the Administrative Agent (a “Redemption
Demand”) stating (i) that an “Event of Default” under the Credit
Agreement has 

     

     

    
      
        
        

      

      
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    occurred and is
continuing or an event providing a Lender the right to demand repayment under
Section 2.08(b) of the Credit Agreement has occurred and the notice period specified in
such Section 2.08(b) has expired and (ii) that payment of the principal
amount outstanding under the Credit Agreement, all interest thereon and all
other amounts payable thereunder are immediately due and payable and demanding
payment thereof; provided, however, that the bonds of
Collateral Series A shall not be redeemed in the event that following the
Trustee’s receipt of the Redemption Demand and prior to the date of such
redemption the Trustee shall have received a written notice from the
Administrative Agent (i) stating that there has been a waiver of such “Event of
Default” or, if applicable, a
waiver of the right to such repayment under Section 2.08(b) of the Credit
Agreement, or (ii) withdrawing said Redemption Demand.  The
redemption of the bonds of Collateral Series A shall be made forthwith upon
receipt of such Redemption Demand by the Company from the Majority Lenders, the
Administrative Agent on behalf of the Majority Lenders, or the
Trustee.  The Administrative Agent as the sole holder of the bonds of
Collateral Series A, and any successor thereto, hereby irrevocably waives any
requirement of notice of such redemption under Section 5.04 of the Original
Indenture. 

     

               
SECTION 2.10.  Confirmation of
Lien.  The Company, for the equal and proportionate benefit and
security of the holders of all Bonds at any time issued under the Indenture,
hereby confirms the lien and security interest of the Indenture upon, and hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms to the Trustee, and grants to the Trustee a
security interest in, the Mortgaged Property, but excluding from such lien,
security interest and grant all property which, by virtue of any of the
provisions of the Indenture, is excluded from the lien, security interests and
granting clauses thereof.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    SECTION
3.01           Except as
herein otherwise expressly provided, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed, by the Trustee by reason of
this Supplemental Indenture; the Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals herein or in the bonds of
Collateral Series A (except the Trustee’s authentication certificate), all of
which are made by the Company solely; and this Supplemental Indenture is
executed and accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes as if the terms
and conditions of the Indenture were herein set forth at length.

     

    SECTION
3.02             As
supplemented by this Supplemental Indenture, the Indenture is in all respects
ratified and confirmed, and the Indenture as herein defined, and this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.

     

    SECTION
3.03            Nothing
in this Supplemental Indenture contained shall or shall be construed to confer
upon any person other than a Holder of Bonds issued under the Indenture,


     

     

    
      
        
        

      

      
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    the Company and the
Trustee any right or interest to avail himself of any benefit under any
provision of the Indenture or of this Supplemental Indenture.

     

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

    


    


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

     

    
      
        
          
            
              
                	 
    	 
    	
                        FIRSTENERGY
      GENERATION CORP.

                      
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
                        By:

                      	_________________________________ 
      
	 
    	 
    	
                        James F.
      Pearson

                      
	 
    	 
    	
                        Vice President
      and Treasurer

                      
	 
    	 
    
	 
    
	 
    
	 
    
	 
    	 
    	
                        THE BANK OF
      NEW YORK MELLON 

                        TRUST COMPANY,
      N.A. as Trustee

                      
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
                        By:

                      	_________________________________ 
      
	 
    	 
    	
                        Biagio S.
      Impala

                      
	 
    	 
    	
                        Vice
      President

                      


              

            

          

        

      

    

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    STATE OF
OHIO                   )

                                                    
)ss.:

    COUNTY OF
SUMMIT          )

     

    On the ______ day of
March, 2009, personally appeared before me, a Notary Public in and for the said
County and State aforesaid, James F. Pearson, to me known and known to me to be
the Vice President and Treasurer of FIRSTENERGY GENERATION CORP., the
corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President and
Treasurer of FIRSTENERGY GENERATION CORP., the same is his free act and deed and
the free and corporate act and deed of said corporation.

     

     IN WITNESS
WHEREOF, I have hereunto set my hand and seal the _____ day of March,
2009.

     

    
      
        
          
            	 
    
	__________________________________________ 
      
	
                    ________________,
      Notary Public

                  
	
                             Commission
      Expires ______________

                  
	 
    	 
    


          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    STATE OF
OHIO                    )

                                                     )ss.:

    COUNTY OF
CUYAHOGA   )

     

    On the ____ day of
March, 2009, personally appeared before me, a Notary Public in and for the said
County and State aforesaid, Biagio S. Impala, to me known and known to me to be
a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., the
national banking association which executed the foregoing instrument, and who
severally acknowledged that he did sign such instrument as such Vice President
for and on behalf of said national banking association and that the same is his
free act and deed and the free and corporate act and deed of said national
banking association.

     

    IN WITNESS WHEREOF,
I have hereunto set my hand and seal the _____ day of March, 2009.

     

    
      
        
          	 
    
	__________________________________________
	
                  ________________,
      Notary Public

                
	
                            
      Commission Expires ______________

                
	 
    	 
    


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Bank of New York Mellon Trust Company, N.A. hereby certifies that its precise
name and address as Trustee is:

     

    The
Bank of New York Mellon Trust Company, N.A.

    Global Corporate
Trust

    1660 West 2nd Street,
Suite 830

    Cleveland, Ohio
44113

     

    
      
        
          
            
              	
                      THE BANK OF
      NEW YORK MELLON TRUST

                      COMPANY,
      N.A.

                    
	 
    
	 
    
	 
    
	
                      By:

                    	________________________________ 
      
	 
    	
                      Biagio S.
      Impala

                    
	 
    	
                      Vice
      President

                    


            

          

        

      

    

    


     

    


     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS INSTRUMENT
PREPARED BY:

    


    Lucas F.
Torres

    Akin Gump Strauss
Hauer & Feld LLP

    One
Bryant Park

    New
York, NY 10036

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    Exhibit
A

     

    [FORM OF BOND OF COLLATERAL
SERIES A]

    


    This Bond is not
transferable except (i) to a successor Administrative Agent under the Credit
Agreement, dated as of March 31, 2009, among FirstEnergy Generation Corp.,
FirstEnergy Solutions Corp, the banks and other financial institutions named
therein and the Royal Bank of Scotland Finance (Ireland), as Administrative
Agent (such Credit Agreement, as amended from time to time, hereinafter the
“Credit
Agreement”), (ii) to any Person or Persons in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture referred to herein or (iii) as
may be necessary to comply with a final order of a court of competent
jurisdiction in connection with any bankruptcy or reorganization proceeding of
the Company.

     

    FIRSTENERGY
GENERATION CORP.

     

    First Mortgage Bond,
Collateral Series A of 2009 due 2011

     

    Due
March 31, 2011

     

    $[_____________________]                                                                                                                                                                                                                                                               No.
R-__

    


     

    FIRSTENERGY GENERATION CORP.,
a corporation of the State of Ohio (herein, together with its successors and
assigns, the “Company”),
for value received promises to pay to ________________________________________,
as Administrative Agent (as hereinafter defined) under the Credit Agreement (as
hereinafter defined), or registered assigns, the principal sum of
[_____________________] Dollars or such lesser principal amount as is equal to
the aggregate principal amount of the outstanding Advances (as defined in the
Credit Agreement), in whole or in installments on such date or dates as the
Borrowers (as hereinafter defined) have any obligation to make payments of
principal on outstanding Advances under the Credit Agreement, but not later than
March 31, 2011, and to pay interest on the unpaid principal amount from the time
hereinafter provided at such rate per annum on each Interest Payment Date (as
hereinafter defined) as shall cause the amount of interest payable on such
Interest Payment Date on the bonds of this series to equal the amount of
interest and fees payable on such Interest Payment Date under the Credit
Agreement with respect to the Advances or the Commitments (as defined in the
Credit Agreement) thereunder.  Such interest shall be payable on the
same dates as interest or fees are payable from time to time pursuant to the
Credit Agreement (each such date herein called an “Interest Payment
Date”) on and until maturity, or, in the case of any bonds of this series
duly called for redemption, on and until the redemption date, or in the case of
any default by the Company in the payment of the principal due on any bonds of
this series, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture (as hereinafter
defined).  The
interest on each bond of this series so 

     

     

    
      
        
        

      

      
        Exhibit
A-1

        
          

        

      

      
        
        

      

    

     

    payable on any
Interest Payment Date shall, subject to the exceptions provided in Section 3.07
of the Indenture, be paid to the person in whose name such bond is registered on
the date of such payment.  The principal of, and the interest on, this
bond shall be payable at the office or agency of the Company in the City of
Cleveland, State of Ohio in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.  The amount of interest and fees payable from time to
time under the Credit Agreement, the basis on which such interest and fees are
computed and the dates on which such interest and fees are payable are set forth
in the Credit Agreement.

     

    The bonds of this
series have been issued to the Administrative Agent, for the benefit of the
Lenders (as defined in the Credit Agreement), in order to secure and provide
for, and as collateral security for, the payment when due of the principal of
and interest on, and fees with respect to, outstanding Advances under that
certain Credit Agreement, dated as of March 31, 2009, among the Company and
FirstEnergy Solutions Corp., as Borrowers (collectively, the “Borrowers”),
the banks and other financial institutions named therein or parties thereto from
time to time and The Royal Bank of Scotland Finance (Ireland), as Administrative
Agent (the “Administrative
Agent”) (such Credit Agreement, as amended from time to time, hereinafter
the “Credit
Agreement”).

     

    This bond is one of
an issue of Bonds of the Company known as its First Mortgage Bonds, issued and
to be issued in one or more series under and secured by an Open-End Mortgage,
General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Third Supplemental Indenture dated as of March 31, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”), to
which Open-End Mortgage, General Mortgage Indenture and Deed of Trust and all
indentures supplemental thereto (collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this bond is one
bond of a series entitled “First Mortgage Bonds, Collateral Series A of 2009 due
2011,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$100,000,000.

     

    Except as
hereinafter provided, this bond shall bear interest (a) from the Interest
Payment Date next preceding the date of this bond to which interest has been
paid, or (b) if the date of this bond is an Interest Payment Date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this bond, then from the date of initial issue.

     

    Any payment made in respect of the
Borrowers’ obligations under the Credit Agreement with respect to the
payment of principal of
or interest on the Advances shall be deemed a payment in respect
of the principal of or
interest on (as applicable) the bonds of this series,
but 

     

     

    
      
        
        

      

      
        Exhibit
A-2

        
          

        

      

      
        
        

      

    

     

    such payment shall
not reduce the principal amount of the bonds of this series unless the aggregate
amount of the Lenders’ Commitments is irrevocably reduced concurrently with such
payment.  The obligation of the Company to make payments with respect
to the principal of and interest on the bonds of this series shall be fully
satisfied and discharged to the extent that, at any time that any such payment
shall be due, the Borrowers or either of them shall have paid fully the then due
principal of and interest on, and fees with respect to, outstanding
Advances.

     

    In the event that
all of the obligations of the Borrowers under the Credit Agreement have been
discharged, this bond shall be deemed to have been paid in full and shall be
surrendered to the Trustee for cancellation.

     

    The bonds of this
series are subject to redemption prior to maturity at the demand of the
Administrative Agent as provided in Section 2.09 of Article II of the
Supplemental Indenture at a redemption price of 100% of the principal amount to
be redeemed, plus any accrued and unpaid interest to the redemption
date.

     

    The principal of
this bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.

     

    No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being likewise waived
and released by the terms of the Indenture.

    


    This bond is
nontransferable except (i) to effect transfer to any successor to the
Administrative Agent under the Credit Agreement, (ii) to any Person or Persons
in connection with the exercise of the rights and remedies of the holder hereof
consequent upon an Event of Default or (iii) as may be necessary to comply with
a final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.  But this bond
is exchangeable by the registered holder hereof, in person or by attorney duly
authorized, at the Corporate Trust Office of the Trustee, any such permitted
transfer or exchange to be made in the manner and upon the conditions prescribed
in the Indenture, upon the surrender and cancellation of this bond and the
payment of any applicable taxes and fees required by law, and upon any such
transfer or exchange a new registered bond or bonds of the same series and
tenor, will be issued to the authorized transferee, or the registered holder, as
the case may be. The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for all
other purposes.

     

     

    
      
        
        

      

      
        Exhibit
A-3

        
          

        

      

      
        
        

      

    

     

    


    This bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.

    


    IN WITNESS WHEREOF,
the Company has caused this bond to be executed in its name by the manual or
facsimile signature of its Chairman of the Board, its Chief Executive Officer,
its President or one of its Vice Presidents, and attested by the manual or
facsimile signature of its Corporate Secretary or one of its Assistant Corporate
Secretaries.

     

    Dated:
_____________

     

                              
FIRSTENERGY GENERATION CORP.

     

                              
By:________________________________                                                                

                              
Title:

     

    Attest:

     

     

    

      
        

      

    

    Title:

    


    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]

    


    TRUSTEE’S
AUTHENTICATION CERTIFICATE

    


    This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.

     

    THE
BANK OF NEW YORK MELLON TRUST 

    COMPANY, N.A., as
Trustee

    


    


    By:_______________________________                                                               

    Authorized
Signatory

     

    
 

     

     

     

    
      
        
        

      

      
        Exhibit
A-4

        
          

        

      

      
        
        

      

    

     

    


    


    
      	
              Schedule
      1

               

              Filing Offices For the Original
      Indenture

               

            
	
              Plant

            	
              Jurisdiction/Filing
      Office

            	
              Recording
      Information

            	
              Date
      filed

            
	
              Ashtabula
      Plant

            	
              Ashtabula
      County - Office of the County Recorder of Ashtabula County,
      Ohio

            	
              Instrument No.
      200800007364

               

              Volume 436
      Page 1732

            	
              06/27/2008

            
	
              Bay Shore
      Plant

            	
              Lucas County -
      Office of the County Recorder of Lucas County, Ohio

            	
              Instrument
      No.

              20080627-0032756

            	
              06/27/2008

            
	
              Bruce
      Mansfield Plant

            	
              Beaver County
      - Office of the County Recorder of Beaver County,
    Pennsylvania

            	
              Instrument
      No.

              3326465

            	
              06/27/2008

            
	
              Burger
      Plant

            	
              Belmont County
      - Office of the County Recorder of Belmont County, Ohio

            	
              Instrument No.
      200800004786

               

              Volume 0157
      Page 172

            	
              06/27/2008

            
	
              Eastlake
      Plant

            	
              Lake County -
      Office of the County Recorder of Lake County, Ohio

            	
              Instrument
      No.

              2008R018408

            	
              06/27/2008

            
	
              Edgewater
      Plant and West Lorain Plant

            	
              Lorain County
      - Office of the County Recorder of Lorain County, Ohio

            	
              Instrument
      No.

              2008-0259135

            	
              06/27/2008

            
	
              Fremont
      Plant

            	
              Sandusky
      County - Office of the County Recorder of Sandusky County,
      Ohio

            	
              Instrument
      No.

              200800004585

               

              Official
      Record Book 66 Page 708

            	
              06/27/2008

            
	
              Lake Shore
      Plant

            	
              Cuyahoga
      County - Office of the County Recorder of Cuyahoga County,
      Ohio

            	
              Instrument
      No.

              200806270329

            	
              06/27/2008

            
	
              Mad River
      Plant

            	
              Clark County -
      Office of the County Recorder of Clark County, Ohio

            	
              Instrument
      No.

              200800010888

              Official
      Record Volume 1852 Page 1946

              Instrument No.
      200800011009

              Official
      Record Volume 1853 Page 18

            	
              06/27/2008

               

               

               

               

              06/30/2008

              (Re-recorded)

            


       

       

      
        
          
          

        

        
          Schedule
1-1

          
            

          

        

        
          
          

        

      

       

       

      
        Schedule
1

         

        Filing Offices For the Original
Indenture

      

       

       

      
        	
                Richland
      Plant

              	
                Defiance
      County - Office of the County Recorder of Defiance County,
      Ohio

              	
                Instrument
      No.

                200800003811

                 

                Official
      Record Book 327 Page 482

              	
                06/27/2008

              
	
                Sammis
      Plant

              	
                Jefferson
      County - Office of the County Recorder of Jefferson County,
      Ohio

              	
                Instrument No.
      232633

                 

                Official
      Record Volume 851 Page 344

              	
                06/27/2008

              
	
                Seneca
      Plant

              	
                Warren County
      - Office of the County Recorder of Warren County,
    Pennsylvania

              	
                Instrument No.
      2008-2962

              	
                06/27/2008

              
	
                Stryker
      Plant

              	
                Williams
      County - Office of the County Recorder of Williams County,
      Ohio

              	
                Instrument
      No.

                200800082091

                 

                Official
      Record Book 0240 Page 0516

              	
                06/27/2008

              


      

    

    


     

     

    


    
      
        
        

      

      
        Schedule
1-2