Unassociated Document


    
      EXHIBIT
4.1(b)

    

    
 

    
      
        

      



    SECOND
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 1, 2009

    


    __________

    


    Providing
among other things for

    


    First
Mortgage Bonds, Guarantee Series A of 2009 due 2014

    


    First
Mortgage Bonds, Guarantee Series B of 2009 due 2023

    


    _________

    


    Supplemental
to Open-End Mortgage, General Mortgage

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

    
       

       

      
        
          

        



      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS SECOND SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of March 1, 2009, between FIRSTENERGY GENERATION
CORP., a corporation organized and existing under the laws of the State of Ohio
(hereinafter called the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), a national banking association organized and
existing under the laws of the United States of America, as Trustee (hereinafter
called the “Trustee”)
under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated
as of June 19, 2008 (hereinafter called the “Original
Indenture”) with the Company.

     

    W
I T N E S S E T H:

     

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

     

    WHEREAS, the Company has
heretofore executed and delivered to the Trustee, a First Supplemental Indenture
supplementing the Original Indenture dated as of June 25, 2008 (the “First
Supplemental Indenture” and the Original Indenture, as supplemented by
the aforementioned First Supplemental Indenture, this Second 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 two new series of Bonds under the Indenture,
consisting of $50,000,000 in principal amount to be designated as “First
Mortgage Bonds, Guarantee Series A of 2009 due 2014” (hereinafter referred
to as the “bonds of
Guarantee Series A”) and $50,000,000 in principal amount to be designated
as “First Mortgage Bonds, Guarantee Series B of 2009 due 2023” (hereinafter
referred to as the “bonds of
Guarantee Series B”, and together with the bonds of Guarantee Series A,
the “bonds
of Guarantee Series”), which shall bear interest at the respective rates
per annum set forth in, shall be subject to certain redemption rights and
obligations set forth in, and will otherwise be in the respective forms and have
the terms and provisions provided for in this Supplemental Indenture;
and

     

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

     

    WHEREAS, subsequent to the
execution and delivery of the First Supplemental Indenture, the Company acquired
certain real property as more particularly described on Exhibit C attached
hereto and incorporated herein by reference (the “Additional
Property”); 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 indentures supplemental thereto, and which thereafter
shall form a part thereof, for the purpose, among others, of reflecting the
addition of property to the Mortgaged Property and providing for the creation of
any series of Bonds and specifying the form and provisions of the Bonds of such
series; and

     

    WHEREAS, the Company deems it
advisable to enter into this Supplemental Indenture for the purposes of
establishing the form, terms and provisions of the bonds of Guarantee
Series A and the bonds of Guarantee Series B, as provided and contemplated
by Sections 2.01(a) and 3.01(b) of the Indenture and to reflect the addition of
the Additional Property to the Mortgaged Property, 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.

     

    “2009-A Revenue
Bonds” means the $50,000,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Air Quality Development
Authority.

     

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

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “2009-B Revenue
Bonds” means the $50,000,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2009-B (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Air Quality Development
Authority.

     

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

     

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

     

    “Initial Interest
Accrual Date” shall have the respective meaning assigned to such term in
each form of bond of Guarantee Series.

     

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

     

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

     

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

     

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

     

    ARTICLE
II

     

    BONDS

     

    SECTION
2.01.              
Designation and Issuance of
Bonds.  (a)  The bonds of Guarantee Series A shall be
designated, as hereinbefore recited, as the Company’s “First Mortgage
Bonds, Guarantee
Series A of 2009 due 2014” and, subject to the provisions of the Indenture,
shall be limited to the aggregate principal amount of Fifty Million Dollars
($50,000,000).  The bonds of Guarantee Series A are to be issued and
secured by the Lien of the Indenture.

     

    (b)           The
bonds of Guarantee Series B shall be designated, as hereinbefore recited, as the
Company’s “First Mortgage Bonds, Guarantee Series B of 2009 due 2023” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Fifty Million Dollars ($50,000,000).  The bonds of
Guarantee Series B 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 Guarantee Series
shall be in engraved, lithographed, printed or typewritten form and shall be
registered bonds without coupons, and such bonds and the Trustee’s certificate
of authentication to be endorsed thereon shall be substantially in the


     

     

    
      
        
        

      

      
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    respective forms
included in Exhibits A and B hereto.  The bonds of Guarantee Series
shall be dated as provided in Section 3.03 of the Indenture.

     

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

     

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

     

    (d)           The
bonds of Guarantee Series B shall bear interest from the Initial Interest
Accrual Date as provided in the form of the bond of Guarantee Series B, and such
provisions are incorporated at this place as though set forth in their entirety.
The interest rate and maturity date of the bonds of Guarantee Series B shall be
as set forth in the form of the bond of Guarantee Series B.

     

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

     

    SECTION
2.03.              
Bonds Issued as Collateral
Security.  The bonds of Guarantee Series A shall be issued,
delivered, and pledged to, and registered in the name of, the 2009-A Revenue
Bond Trustee in order to secure and provide for, and as collateral security for,
the due and punctual payment of the principal of and interest on the 2009-A
Revenue Bonds.  The bonds of Guarantee Series B shall be issued,
delivered, and pledged to, and registered in the name of, the 2009-B Revenue
Bond Trustee in order to secure and provide for, and as collateral security for,
the due and punctual payment of the principal of and interest on the 2009-B
Revenue Bonds.

     

    SECTION
2.04.              
Credit for Payments of the
Revenue Bonds.  (a)  If and when the principal of any
2009-A Revenue Bonds is paid, then there is deemed to be paid an equal principal
amount of the bonds of Guarantee Series A then outstanding; provided, however,
that such payment of the bonds of Guarantee Series A is deemed to be made only
when and to the extent that notice of such payment of such 2009-A Revenue Bonds
is given by the Company to the Trustee.

     

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

     

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

     

     

    
      
        
        

      

      
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    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 Guarantee Series shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, and such principal and interest shall be payable at
the office or agency of the Company in the City of Cleveland, State of
Ohio.  The Corporate Trust Office of the Trustee shall serve as the
initial location of such office.  Subject to the limitations provided
herein, the bonds of Guarantee Series shall be transferable and exchangeable, in
the manner provided in Sections 3.05 and 3.06 of the Indenture, at said office
or agency.  The bonds of Guarantee Series shall not be transferable
except (i) to a successor to the respective Revenue Bond Trustee under the
respective Revenue Bond Indenture, (ii) in connection with the exercise of the
rights and remedies of the holder thereof consequent upon an event of default as
defined in the Indenture, or (iii) as may be necessary to comply with a final
order of a court of competent jurisdiction in connection with any bankruptcy or
reorganization proceeding of the Company.  No charge shall be made by
the Company to the registered owner of any bond of Guarantee Series for the
registration of transfer of such bond or for the exchange thereof for bonds of
the same series of other authorized denominations, except, in the case of any
transfer, a charge sufficient to reimburse the Company for any stamp or other
tax or governmental charge required to be paid by the Company or the
Trustee.

     

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

     

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

     

    SECTION
2.09.       Mandatory
Redemption.  The bonds of Guarantee Series shall be subject to
mandatory redemption as provided in the respective forms thereof.

     

    SECTION
2.10.      Additional Property; Confirmation of
Lien.  The Company, for the equal and proportionate benefit and
security of the holders of all Bonds at any time issued under the Indenture,
hereby confirms the lien and security interest of the Indenture upon, and hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms to the Trustee, and grants to the Trustee a
security interest in, the Mortgaged Property, including the Additional Property
legally described on Exhibit C attached hereto and made a part hereof, 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.  The term “Mortgaged
Property” as used in the Indenture means and refers to the “Mortgaged
Property” as defined in the Original Indenture, together with the Additional
Property.

     

     

    
      
        
        

      

      
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    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 Guarantee Series (except the Trustee’s authentication certificate), all
of which are made by the Company solely; and this Supplemental Indenture is
executed and accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes as if the terms
and conditions of the Indenture were herein set forth at length.

     

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

     

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

     

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

    


    


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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:

            	
              /s/ James F.
      Pearson

            
	 
    	 
    	
              James F.
      Pearson

            
	 
    	 
    	
              Vice President
      and Treasurer

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

            
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
              By:

            	
              /s/ Biagio S.
      Impala

            
	 
    	 
    	
              Biagio S.
      Impala

            
	 
    	 
    	
              Vice
      President

            


    

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    STATE OF
OHIO                              )

                                                               
)ss.:

    COUNTY OF
SUMMIT                     )

     

    On the 6th 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 6th day of
March, 2009.

     

    
      
        
          
            
              
                
                  	 
	
                          /s/
      Kathleen Anne Grant__________________________________

                        
	
                          Kathleen Anne
      Grant, Notary Public

                        
	
                          Commission
      Expires November 8, 2009

                        
	 
    	 
    


                

              

            

          

        

      

    

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    STATE OF
OHIO                               )

                                                                
)ss.:

    COUNTY OF
CUYAHOGA               )

     

    On the 10th 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 10th day of
March, 2009.

     

    
      
        
          
            	 
	
                    /s/
      Susan Demaske___________________________________

                  
	
                    ________________,
      Notary Public

                  
	
                    Commission
      Expires ______________

                  
	 
    	 
    
	 
    	
                    [Seal]

                  


          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

     

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

    Global Corporate
Trust 

    1660 West 2nd Street,
Suite 830 

    Cleveland, Ohio
44113

     

    
      
        
          
            	
                    THE BANK OF
      NEW YORK MELLON TRUST

                    COMPANY,
      N.A.

                  
	 
    
	 
    
	 
    
	
                    By:

                  	
                    /s/
      Biagio S. Impala________________________________

                  
	 
    	
                    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 GUARANTEE
SERIES A]

    


    This
Bond is not transferable except (i) to a successor trustee under the
Trust  Indenture, dated as of March 1, 2009, between the Ohio Air
Quality Development Authority and The Bank of New York Mellon Trust Company,
N.A., as trustee, referred to herein, (ii) in connection with the exercise of
the rights and remedies of the holder hereof consequent upon an “Event of
Default” as defined in the Indenture referred to herein or (iii) as may be
necessary to comply with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the
Company.

     

    FIRSTENERGY
GENERATION CORP.

     

    First Mortgage Bond,
Guarantee Series A of 2009 due 2014

     

    Due
February 1, 2014

     

    $[_____________________]                                                                                                                                                                                                                                                             
No. R-__

    


     

    FIRSTENERGY GENERATION CORP.,
a corporation of the State of Ohio (herein, together with its successors and
assigns, the “Company”),
for value received promises to pay to The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Revenue Bond
Trustee”) under that certain Trust Indenture, dated as of March 1, 2009,
between the Ohio Air Quality Development Authority and the Revenue Bond Trustee,
securing $50,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 2009-A (FirstEnergy Generation Corp. Project) issued for the benefit of
the Company (the “Revenue
Bonds”) (such Trust Indenture, as amended from time to time, hereinafter
the “Revenue Bond
Indenture”), or registered assigns, on February 1, 2014, the principal
sum of [_____________________] Dollars, and to pay interest on the unpaid
principal amount from the Initial Interest Accrual Date (as hereinafter defined)
at the rate of 5.70% per annum payable semi-annually on February 1 and August 1
in each year commencing on the  February 1 or August 1 immediately
succeeding the Initial Interest Accrual Date (each such date herein referred to
as an “Interest Payment
Date”) on and until maturity, or, in the case of any bonds of this series
duly called for redemption, on and until the redemption date, or in the case of
any default by the Company in the payment of the principal due on any bonds of
this series, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture (as hereinafter
defined).  The
interest on each bond of this series so payable on any Interest Payment Date
shall, subject to the exceptions provided in Section 3.07 of the Indenture, be
paid to the person in whose name such bond is registered on the date of such
payment.  The principal of, and the interest on, this bond shall be
payable at the office or agency of the Company in the City of Cleveland, State
of Ohio

     

     

    
      
        
        

      

      
        Exhibit
A-1

        
          

        

      

      
        
        

      

    

     

     in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.

     

     

    This bond is one of
an issue of Bonds of the Company known as its First Mortgage Bonds, issued and
to be issued in one or more series under and secured by an Open-End Mortgage,
General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Second Supplemental Indenture dated as of March 1, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”), to
which Open-End Mortgage, General Mortgage Indenture and Deed of Trust and all
indentures supplemental thereto (collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this bond is one
bond of a series entitled “First Mortgage Bonds, Guarantee Series A of 2009 due
2014,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$50,000,000.

     

    If and when the
principal of any Revenue Bonds is paid, then there is deemed to be paid an equal
principal amount of the bonds of this series then outstanding; provided,
however, that such payment of the bonds of this series is deemed to be made only
when and to the extent that notice of such payment of such Revenue Bonds is
given by the Company to the Trustee.

     

    The bonds of this
series shall be redeemed by the Company in whole at any time prior to maturity
at a redemption price of 100% of the principal amount thereof plus accrued and
unpaid interest to the date of redemption following receipt by the Trustee of
written demand for redemption (a “Redemption
Demand”) from an authorized representative of the Revenue Bond Trustee
under the Revenue Bond Indenture stating that the principal amount of all the
Revenue Bonds then outstanding under the Revenue Bond Indenture has been
declared due and payable pursuant to the provisions of Section 9.02 of the
Revenue Bond Indenture, specifying the date of the accelerated maturity of such
Revenue Bonds and the date from which interest on the Revenue Bonds has then
accrued and is unpaid, stating such declaration of maturity has not been
annulled and demanding payment of the principal amount of the bonds of this
series plus accrued interest thereon to the date fixed for such redemption. The
date fixed for such redemption shall be set forth in the aforesaid Redemption
Demand and shall not be earlier than the date specified in such Redemption
Demand as the date of accelerated maturity of the Revenue Bonds then outstanding
under the Revenue Bond Indenture and not later than forty-five days after the
Trustee’s receipt of such Redemption Demand unless such forty-fifth day is
earlier than such date of accelerated maturity.  The Revenue Bond
Trustee as the sole holder of the bonds of this series, and any successor
thereto, hereby irrevocably waives any requirement of notice of such redemption
under

     

     

    
      
        
        

      

      
        Exhibit
A-2

        
          

        

      

      
        
        

      

    

     

     

     Section 5.04
of the Indenture.  Upon receipt of the aforesaid Redemption Demand,
the date from which unpaid interest on the Revenue Bonds has then accrued (as
specified by the Revenue Bond Trustee in the Redemption Demand) shall become the
initial interest accrual date (the “Initial Interest
Accrual Date”) with respect to the bonds of this series; provided,
however, on any demand for payment of the principal amount thereof at maturity
as a result of the principal of the Revenue Bonds becoming due and payable on
the maturity date of the bonds of this series, the date from which unpaid
interest on the Revenue Bonds has then accrued shall become the Initial Interest
Accrual Date with respect to the bonds of this series, such date to be as stated
in a written notice from the Revenue Bond Trustee to the
Trustee.  Such redemption shall become null and void for all purposes
under the Indenture (including the fixing of the Initial Interest Accrual Date
with respect to the bonds of this series) upon receipt by the Trustee of written
notice from the Revenue Bond Trustee of the annulment of the acceleration of the
maturity of the Revenue Bonds then outstanding under the Revenue Bond Indenture
and of the rescission of the aforesaid Redemption Demand prior to the redemption
date specified in the Redemption Demand, and thereupon no redemption of the
bonds of this series and no payment in respect thereof as specified in the
Redemption Demand, shall be effected or required.  But no such
rescission shall extend to any subsequent Redemption Demand from the Revenue
Bond Trustee or impair any right consequent on any such subsequent Redemption
Demand.

     

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

    


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

    


    This bond is
nontransferable except to (i) effect transfer to any successor to the Revenue
Bond Trustee under the Revenue Bond Indenture, (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture or (iii) as may be necessary to
comply with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company.  But
this bond is exchangeable by the registered holder hereof, in person or by
attorney duly authorized, at the Corporate Trust Office of the Trustee, any such
permitted transfer or exchange to be made in the manner and upon the conditions
prescribed in the Indenture, upon the surrender and cancellation of this bond
and the payment of any applicable taxes and fees required by law, and upon any
such transfer or exchange a new registered bond or bonds of the same series and
tenor, will be issued to the authorized transferee, or the registered holder, as
the case may be. The Company and the Trustee may deem and treat the person in
whose name this bond is

     

     

    
      
        
        

      

      
        Exhibit
A-3

        
          

        

      

      
        
        

      

    

     

     

     registered as
the absolute owner for the
purpose of receiving payment of or on account of the principal and interest due
hereon and for all other purposes.

    


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

    


    IN WITNESS WHEREOF,
the Company has caused this bond to be executed in its name by the manual or
facsimile signature of 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
  

          
            

          

        

        
           


        

      

    

    


    


     

    Exhibit
B

     

    [FORM OF BOND OF GUARANTEE
SERIES B]

    


    This
Bond is not transferable except (i) to a successor trustee under the Trust
Indenture, dated as of March 1, 2009, between the Ohio Air Quality Development
Authority and The Bank of New York Mellon Trust Company, N.A., as trustee,
referred to herein, (ii) in connection with the exercise of the rights and
remedies of the holder hereof consequent upon an “Event of Default” as defined
in the Indenture referred to herein or (iii) as may be necessary to comply with
a final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.

     

    FIRSTENERGY
GENERATION CORP.

     

    First Mortgage Bond,
Guarantee Series B of 2009 due 2023

     

    Due
March 1, 2023

     

    $[_____________________]                                                                                                                                                                                                                                                                 No.
R-__

    


     

    FIRSTENERGY GENERATION CORP.,
a corporation of the State of Ohio (herein, together with its successors and
assigns, the “Company”),
for value received promises to pay to The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Revenue Bond
Trustee”) under that certain Trust Indenture, dated as of March 1, 2009,
between the Ohio Air Quality Development Authority and the Revenue Bond Trustee,
securing $50,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 2009-B (FirstEnergy Generation Corp. Project) issued for the benefit of
the Company (the “Revenue
Bonds”) (such Trust Indenture, as amended from time to time, hereinafter
the “Revenue Bond
Indenture”), or registered assigns, on March 1, 2023, the principal sum
of [_____________________] Dollars, and to pay interest on the unpaid principal
amount from the Initial Interest Accrual Date (as hereinafter defined) at the
Revenue Bond Interest Rate (as hereinafter defined) per annum payable
semi-annually on March 1 and September 1 in each year commencing on
the  March 1 or September 1 immediately succeeding the Initial
Interest Accrual Date (each such date herein referred to as an “Interest Payment
Date”) on and until maturity, or, in the case of any bonds of this series
duly called for redemption, on and until the redemption date, or in the case of
any default by the Company in the payment of the principal due on any bonds of
this series, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture (as hereinafter
defined).  The interest on each bond of this series so payable on any
Interest Payment Date shall, subject to the exceptions provided in Section 3.07
of the Indenture, be paid to the person in whose name such bond is registered on
the date of such payment.  The principal of, and the interest on, this
bond shall be payable at the office or agency of the Company in the City of
Cleveland, State of Ohio in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.

     

     

    
      
        
        

      

      
        Exhibit
B-1

        
          

        

      

      
        
        

      

    

     

    This bond is one of
an issue of Bonds of the Company known as its First Mortgage Bonds, issued and
to be issued in one or more series under and secured by an Open-End Mortgage,
General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, duly
executed by the Company to The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking
association organized and existing under the laws of the United States of
America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Second Supplemental Indenture dated as of March 1, 2009 (as amended,
supplemented, modified or restated, the “Supplemental
Indenture”), to
which Open-End Mortgage, General Mortgage Indenture and Deed of Trust and all
indentures supplemental thereto (collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such
security.   As provided in the Indenture, such Bonds may be in
various principal sums, are issuable in series, may mature at different times,
may bear interest at different rates and may otherwise vary as therein provided;
and this bond is one bond of a series entitled “First Mortgage Bonds, Guarantee
Series B of 2009 due 2023,” created by the Supplemental Indenture, as provided
for in the Indenture, and authorized for issuance in an aggregate principal
amount of up to $50,000,000.

     

    If and when the
principal of any Revenue Bonds is paid, then there is deemed to be paid an equal
principal amount of the bonds of this series then outstanding; provided,
however, that such payment of the bonds of this series is deemed to be made only
when and to the extent that notice of such payment of such Revenue Bonds is
given by the Company to the Trustee.

     

    The bonds of this
series shall be redeemed by the Company in whole at any time prior to maturity
at a redemption price of 100% of the principal amount thereof plus accrued and
unpaid interest to the date of redemption following receipt by the Trustee of
written demand for redemption (a “Redemption
Demand”) from an authorized representative of the Revenue Bond Trustee
under the Revenue Bond Indenture stating that the principal amount of all the
Revenue Bonds then outstanding under the Revenue Bond Indenture has been
declared due and payable pursuant to the provisions of Section 11.02 of the
Revenue Bond Indenture, specifying the date of the accelerated maturity of such
Revenue Bonds and the date or dates from which interest on the Revenue Bonds has
then accrued and is unpaid (specifying the rate or rates of such accrual and the
principal amount of the particular Revenue Bonds to which such rates apply),
stating such declaration of maturity has not been annulled and demanding payment
of the principal amount of the bonds of this series plus accrued interest
thereon to the date fixed for such redemption. The date fixed for such
redemption shall be set forth in the aforesaid Redemption Demand and shall not
be earlier than the date specified in such Redemption Demand as the date of
accelerated maturity of the Revenue Bonds then outstanding under the Revenue
Bond Indenture and not later than forty-five days after the Trustee’s receipt of
such Redemption Demand unless such forty-fifth day is earlier than such date of
accelerated maturity.  The Revenue Bond Trustee as the sole holder of
the bonds of this series, and any successor thereto, hereby irrevocably waives
any requirement of notice of such redemption under Section 5.04 of the
Indenture.  Upon receipt of the aforesaid Redemption Demand, the
earliest date from which unpaid interest on the Revenue Bonds has then accrued
(as specified by the Revenue Bond Trustee in the Redemption Demand) shall become
the initial interest accrual date (the “Initial


     

     

    
      
        
        

      

      
        Exhibit
B-2

        
          

        

      

      
        
        

      

    

     

    Interest Accrual
Date”) with respect to the bonds of this series; provided, however, on
any demand for payment of the principal amount thereof at maturity as a result
of the principal of the Revenue Bonds becoming due and payable on the maturity
date of the bonds of this series, the earliest date from which unpaid interest
on the Revenue Bonds has then accrued shall become the Initial Interest Accrual
Date with respect to the bonds of this series, such date, together with each
other different date from which unpaid interest on the Revenue Bonds has then
accrued, to be as stated in a written notice from the Revenue Bond Trustee to
the Trustee, which notice shall also specify the rate or rates of such accrual
and the principal amount of the particular Revenue Bonds to which such rate or
rates apply.  Such redemption shall become null and void for all
purposes under the Indenture (including the fixing of the Initial Interest
Accrual Date with respect to the bonds of this series) upon receipt by the
Trustee of written notice from the Revenue Bond Trustee of the annulment of the
acceleration of the maturity of the Revenue Bonds then outstanding under the
Revenue Bond Indenture and of the rescission of the aforesaid Redemption Demand
prior to the redemption date specified in the Redemption Demand, and thereupon
no redemption of the bonds of this series and no payment in respect thereof as
specified in the Redemption Demand, shall be effected or
required.  But no such rescission shall extend to any subsequent
Redemption Demand from the Revenue Bond Trustee or impair any right consequent
on any such subsequent Redemption Demand.

     

    The “Revenue Bond
Interest Rate” shall be the same rate of interest per annum as is borne
by the Revenue Bonds; provided, however, that if there are different rates of
interest borne by the Revenue Bonds, or if interest is required to be paid on
the Revenue Bonds more frequently than on each March 1 or September 1, the
Revenue Bond Interest Rate shall be the rate that results in the total amount of
interest payable on an Interest Payment Date, a redemption date or at maturity,
as the case may be, or at any other time interest on this bond is due and
payable, to be equal to the total amount of unpaid interest that has accrued on
all then outstanding Revenue Bonds.

    


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

     

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

     

    This bond is
nontransferable except to (i) effect transfer to any successor to the Revenue
Bond Trustee under the Revenue Bond Indenture, (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Indenture or (iii) as may be necessary to
comply with a final order of a court of competent 

     

     

    
      
        
        

      

      
        Exhibit
B-3

        
          

        

      

      
        
        

      

    

     

    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.

     

    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
B-4

          
            

          

        

        
           


        

      

    

    


    


     

    Exhibit
C

    


    


    Description
of Additional Property

    


    


    


    
      
        
          
            


            Exhibit
C-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        	
                 

                 

                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

              


         

         

        
          
            
            

          

          
            Schedule
1-1

            
              

            

          

          
            
            

          

        

         

         

        
          Schedule
1

           

          Filing Offices For the Original
Indenture

        

         

         

        
          	
                  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)

                
	
                  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