Unassociated Document


    EXHIBIT
4.1(a)

     

     

    
      

    

    


    
       

    

    


    FIRST
SUPPLEMENTAL INDENTURE

    


    


    __________

    


    


    FIRSTENERGY
GENERATION CORP.

    


    


    TO

    


    


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

    as
Trustee

    


    


    __________

    


    


    Dated
as of June 25, 2008

    


    


    __________

    


    


    Providing
among other things for

    


    First
Mortgage Bonds, Guarantee Series A of 2008 due 2009

    


    First
Mortgage Bonds, Guarantee Series B of 2008 due 2009

    


    


    _________

    


    Supplemental
to Open-End Mortgage, General Mortgage

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

    
      


      
        
          

        



      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of June 25, 2008, 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 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 (as hereby supplemented, hereinafter called the “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 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 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 $142,653,250 in principal amount to be designated as
“First Mortgage Bonds, Guarantee Series A of 2008 due 2009” (hereinafter
referred to as the “bonds of
Guarantee Series A”) and $6,513,617 in principal amount to be designated
as “First Mortgage Bonds, Guarantee Series B of 2008 due 2009” (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 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 to be endorsed thereon shall be
substantially in the form included in Exhibit B 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 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 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 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
Indenture.

     

    SECTION
1.02                                Additional
Definitions.

     

    “Administrative
Agent” shall mean Barclays Bank PLC, New York Branch, as Administrative
Agent under each of the Reimbursement Agreements or any successor thereto as
such Administrative Agent thereunder.

     

    “Banks”
shall mean, with respect to each of the Reimbursement Agreements,  the
Fronting Bank and the other participating banks parties to such Reimbursement
Agreement.

     

    “Fronting
Bank” shall mean Barclays Bank PLC, New York Branch, as Fronting Bank
under each of the Reimbursement Agreements or any successor thereto as such
Fronting Bank thereunder.

     

    “Interest Payment
Date” shall mean with respect to each series of bonds of Guarantee Series
(i) in the case of Obligations representing interest payable on Tender Advances
or on reimbursement obligations of the Company to the Banks constituting demand
loans pursuant to Section 2.04 of the applicable Reimbursement Agreement, the
date on which any such interest is due under and as provided in the
Reimbursement Agreement, and (ii) in the case of Obligations other than (x)
interest covered by the preceding clause (i) and (y) Tender Advances or
reimbursement obligations of the Company to the Banks constituting demand loans
pursuant to Section 2.04 of the applicable Reimbursement Agreement, the
applicable date for the payment of such Obligations under the applicable
Reimbursement Agreement.

     

    “OAQDA
Bonds” means the $141,260,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Air Quality Development
Authority.

     

     

    
      
         

      

      
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    “OAQDA
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement to be dated as of June 30, 2008 among the Company,
Barclays Bank PLC, New York Branch, as Administrative Agent and Fronting Bank,
and the Banks, pursuant to which a letter of credit is to be issued by the
Fronting Bank in favor of the trustee for the OAQDA Bonds.

     

    “OWDA
Bonds” means the $6,450,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Generation
Corp. Project) to be issued by the Ohio Water Development
Authority.

     

    “OWDA Reimbursement
Agreement” means that certain Letter of Credit and Reimbursement
Agreement to be dated as of June 30, 2008 among the Company, Barclays Bank PLC,
New York Branch, as Administrative Agent and Fronting Bank, and the Banks,
pursuant to which a letter of credit is to be issued by the Fronting Bank in
favor of the trustee for the OWDA Bonds.

     

    “Reimbursement
Agreements” means the OAQDA Reimbursement Agreement and the OWDA
Reimbursement Agreement.

     

    The
terms “Available
Amount,” “Commitments,”
“Letter of
Credit,” “Obligations,”
and “Tender
Advances”
shall have the respective meanings assigned to those terms in each Reimbursement
Agreement.

     

    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, as hereinbefore recited, be designated as the Company’s “First
Mortgage Bonds, Guarantee Series A of 2008 due 2009” and, subject to the
provisions of the Indenture, shall be limited to the aggregate principal amount
of One Hundred Forty Two Million Six Hundred Fifty Three Thousand Two Hundred
Fifty Dollars ($142,653,250).  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, as hereinbefore recited, be designated as the
Company’s “First Mortgage Bonds, Guarantee Series B of 2008 due 2009” and,
subject to the provisions of the Indenture, shall be limited to the aggregate
principal amount of Six Million Five Hundred Thirteen Thousand Six Hundred
Seventeen Dollars ($6,513,617).  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

     

     

    
      
         

      

      
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    or
type-written form and shall be registered bonds without coupons, and such bonds
and the Trustee’s certificate to be endorsed thereon shall be substantially in
the 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.  All bonds of Guarantee Series shall
mature on June 26, 2009.

     

    (b)           The
bonds of Guarantee Series A shall bear interest on each day that they are
outstanding at such rate or rates per annum as shall cause the amount of
interest payable on the bonds of Guarantee Series A on an Interest Payment Date
to equal the amount of outstanding Obligations under the OAQDA Reimbursement
Agreement (other than Tender Advances or reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
OAQDA Reimbursement Agreement) payable on such Interest Payment Date; provided, however, such interest rate
or rates on the bonds of Guarantee Series A shall not exceed ten percent (10%)
per annum (calculated on the basis of a year of 360 days for the actual days
elapsed).  The bonds of Guarantee Series A shall bear interest until
the principal thereof shall be paid in full.

     

    (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,
and to the provisions of Section 2.04 of this Supplemental 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 on each day that they are
outstanding at such rate or rates per annum as shall cause the amount of
interest payable on the bonds of Guarantee Series B on an Interest Payment Date
to equal the amount of outstanding Obligations under the OWDA Reimbursement
Agreement (other than Tender Advances or reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
OWDA Reimbursement Agreement) payable on such Interest Payment Date; provided, however, such interest rate
or rates on the bonds of Guarantee Series B shall not exceed ten percent (10%)
per annum (calculated on the basis of a year of 360 days for the actual days
elapsed).  The bonds of Guarantee Series B shall bear interest until
the principal thereof shall be paid in full.

     

    (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,
and to the provisions of Section 2.04 of this Supplemental 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
Administrative Agent under the OAQDA Reimbursement Agreement in order to secure
and provide for, and as collateral security for, the due and punctual payment of
the Obligations arising thereunder.  The bonds of Guarantee Series B
shall be issued, delivered, and pledged to, and registered in the name of, the
Administrative Agent under the OWDA Reimbursement Agreement in order to secure
and provide for, and as collateral security for, the due and punctual payment of
the Obligations arising thereunder.

     

     

    
      
         

      

      
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    SECTION
2.04.  Credit for
Payments under Reimbursement Agreements.  (a)  The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Guarantee Series A, whether on an Interest Payment
Date, at maturity, upon redemption, upon acceleration or otherwise, in an amount
equal to the amount, if any, paid by or for the account of the Company in
respect of any corresponding payment of the Obligations outstanding under the
OAQDA Reimbursement Agreement (other than Tender Advances or reimbursement
obligations of the Company to the Banks constituting demand loans pursuant to
Section 2.04 of the OAQDA Reimbursement Agreement).  The obligation of
the Company to make any payment with respect to the principal of the bonds of
Guarantee Series A shall be credited in full if, at the time that any such
payment of principal shall be due, there shall have been paid by or for the
account of the Company an equivalent amount of Obligations constituting Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OAQDA Reimbursement
Agreement.  No payment of principal of such Tender Advances or demand
loans under the OAQDA Reimbursement Agreement or under the bonds of Guarantee
Series A shall reduce the stated principal amount of the bonds of Guarantee
Series A unless, and only to the extent that, the OAQDA Reimbursement Agreement
shall be terminated concurrently therewith in accordance with the provisions of
Section 2.02(c) of the OAQDA Reimbursement Agreement.

     

    (b) The Trustee may
conclusively presume that the obligation of the Company to pay the principal of,
and interest on, the bonds of Guarantee Series A, as the same shall become due
and payable, has been credited in accordance with this Section 2.04 unless and
until it shall have received a written notice (including a telecopy or other
form of written telecommunication) from an authorized representative of the
Administrative Agent stating that payment of Obligations due under the OAQDA
Reimbursement Agreement has become due and payable and has not been fully paid
and specifying the amount of funds required to make such payment.

     

    (c)           The
Company shall receive a credit against its obligation to make any payment of
interest on the bonds of Guarantee Series B, whether on an Interest Payment
Date, at maturity, upon redemption, upon acceleration or otherwise, in an amount
equal to the amount, if any, paid by or for the account of the Company in
respect of any corresponding payment of the Obligations outstanding under the
OWDA Reimbursement Agreement (other than Tender Advances or reimbursement
obligations of the Company to the Banks constituting demand loans pursuant to
Section 2.04 of the OWDA Reimbursement Agreement).  The obligation of
the Company to make any payment with respect to the principal of the bonds of
Guarantee Series B shall be credited in full if, at the time that any such
payment of principal shall be due, there shall have been paid by or for the
account of the Company an equivalent amount of Obligations constituting Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the OWDA Reimbursement
Agreement.  No payment of principal of such Tender Advances or demand
loans under the OWDA Reimbursement Agreement or under the bonds of Guarantee
Series B shall reduce the stated principal amount of the bonds of Guarantee
Series B unless, and only to the extent that, the OWDA Reimbursement Agreement
shall be terminated concurrently therewith in accordance with the provisions of
Section 2.02(c) of the OWDA Reimbursement Agreement.

     

    (d)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of Guarantee Series B, as the same
shall become due

     

    
      
         

      

      
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    and
payable, has been credited in accordance with this Section 2.04 unless and until
it shall have received a written notice (including a telecopy or other form of
written telecommunication) from an authorized representative of the
Administrative Agent stating that payment of Obligations due under the OWDA
Reimbursement Agreement has become due and payable and has not been fully paid
and specifying the amount of funds required to make such payment.

     

    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.

     

    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, and
such bonds shall be transferable and exchangeable, in the manner provided in
Sections 3.05 and 3.06 of the Indenture, at said office or agency.  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 $1,000 and any integral multiple
thereof.  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.  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 (as defined in the Indenture),
including the real 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.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

     

    
      
         

      

      
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    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.  Capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to them in the Indenture.

     

    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 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 TRUST COMPANY, N.A. as Trustee

                    
	 
    	 
    
	 
    	 
    	
                      By:

                    	
                      /s/ Biagio S.
      Impala

                    
	 
    	 
    	
                      Biagio S.
      Impala

                    
	 
    	 
    	
                      Vice
      President

                    


            

          

        

      

    

    


    
      
        
           


        

        
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    STATE OF
OHIO                                  )

     

    )ss.:

     

    COUNTY OF
SUMMIT                
        )

     

    On
the 25th day of
June, 2008, 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 25th day of
June, 2008.

     

    
      
        
          
            
              
                
                  	 
    
	
                            /s/ Michele A.
      Buchtel______________________________________________

                        
	
                          ____________________,
      Notary Public

                        
	
                          Commission
      Expires August 28, 2011

                        
	 
    	 
    
	 
    	
                          [Seal]

                        


                

              

            

          

        

      

    

    


    
      
        
           


        

        
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    STATE OF
OHIO                                 )

    )ss.:

     

        
  COUNTY OF
CUYAHOGA                 )

     

    On
the 26th day of
June, 2008, 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 TRUST COMPANY, N.A., the corporation
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
corporation and that 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 26th day of
June, 2008.

     

    
      
        
          
            
              	 
    
	
                       /s/ Susan
      Demaske_________________________________________________

                    
	
                      ________________,
      Notary Public

                    
	
                      Commission
      Expires ______________

                    
	 
    	 
    
	 
    	
                      [Seal]

                    


            

          

        

      

    

    


    
      
        
           


        

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

     

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

    Global Corporate
Trust

    1660 West 2nd Street,
Suite 830

    Cleveland, Ohio
44113

     

    
      
        
          
             

              	
                      THE BANK OF
      NEW YORK TRUST

                      COMPANY,
      N.A.

                    
	 
    
	 
    
	 
    
	
                      By:

                    	
                         /s/ Biagio S.
      Impala________________________________________

                    
	 
    	
                        Biagio
      S. Impala

                    
	 
    	
                        Vice
      President

                    


            

          

        

      

    

    


     

    


     

    


     

    


    
      
        
           


        

        
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    THIS INSTRUMENT
PREPARED BY:

    


    Lucas F.
Torres

    Akin Gump Strauss
Hauer & Feld LLP

    590
Madison Avenue

    New
York, NY 10022

    


    


    
      
        
           


        

        
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    Exhibit
A

     

    


     

    


     

    [FORM OF BOND OF GUARANTEE
SERIES A]

     

    


     

    FIRSTENERGY
GENERATION CORP.

     

    First Mortgage Bond,
Guarantee Series A of 2008 due 2009

     

    Due
June 26, 2009

     

    $[_____________________]                                                                                                                                                                                                                                                           
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 (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of June 30, 2008, among the Company, Barclays Bank PLC, acting through
its New York Branch, as Fronting Bank and Administrative Agent and the Banks
parties thereto from time to time (such Reimbursement Agreement, as amended from
time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on June 26, 2009, the principal sum
of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per annum
(calculated on the basis of a year of 360 days for the actual days
elapsed).  Said interest
shall accrue hereon until the principal hereof shall be paid in full,
subject to Section 2.04 of the First Supplemental Indenture dated as of June 25,
2008 (as amended, supplemented, modified or restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the bonds of 

     

     

    
      
         

      

      
        Exhibit
A-1

        
          

        

      

      
         

      

    

     

    this
series.  No payment of principal under such Tender Advances or demand
loans or hereunder shall reduce the stated principal amount of the bonds of this
series unless, and only to the extent that, the Reimbursement Agreement shall be
terminated concurrently therewith in accordance with the provisions of Section
2.02(c) of the Reimbursement Agreement.  Interest shall accrue on the
bonds of this series from the date of issuance hereof, and the payment thereof
shall be credited as provided in Section 2.04(a) of the Supplemental Indenture
unless and until the Trustee receives the notice contemplated by Section 2.04(b)
of the Supplemental Indenture, whereupon the interest on the bonds of this
series shall become and remain due and payable until such time as the Trustee
receives a further written notice (including a telecopy or other form of written
telecommunication) from an authorized representative of the Administrative Agent
stating that such payments need not continue.  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 (as hereinafter
defined) and to the provisions of Section 2.04 of the Supplemental 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.

     

    As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $141,260,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Generation
Corp. Project) issued by the Ohio Air Quality Development
Authority.

     

    This bond is one of
an issue of Bonds of the Company 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 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 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 

     

     

    
      
         

      

      
        Exhibit
A-2

        
          

        

      

      
         

      

    

     

    bond is one bond of
a series entitled “First Mortgage Bonds, Guarantee Series A of 2008 due 2009,”
created by the Supplemental Indenture, as provided for in the Indenture, and
authorized for issuance in an aggregate principal amount of up to
$142,653,250.

     

    Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this bond, but such payment
shall not reduce the principal amount of this bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this bond shall be deemed paid in full and the Holder shall surrender this bond
to the Trustee for cancellation.

     

    The bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the date
fixed for redemption, of a written notice from the Administrative Agent
withdrawing said Redemption Demand.

     

     

    
      
         

      

      
        Exhibit
A-3

        
          

        

      

      
         

      

    

     

     

    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 effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but 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:

    


    
      
        
          
                                                                                                                                                                      


            


          

           


        

        
          Exhibit
A-4

          
            

          

        

        
           


        

      

    

    


    [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 TRUST 

                                          
COMPANY, N.A., as
Trustee

    


                                                                                                                                         
 By:  ____________________________________________                                                              

                                        
Authorized Signatory

    


    


    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    


     

    Exhibit
B

     

    [FORM OF BOND OF GUARANTEE
SERIES B]

     

    


     

    


     

    FIRSTENERGY
GENERATION CORP.

     

    First Mortgage Bond,
Guarantee Series B of 2008 due 2009

     

    Due
June 26, 2009

     

    $[_____________________]                                                                                                                                                                                                                                                             
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 (the
“Administrative
Agent”) under that certain Letter of Credit and Reimbursement Agreement,
dated as of June 30, 2008, among the Company, Barclays Bank PLC, acting through
its New York Branch, as Fronting Bank and Administrative Agent and the Banks
parties thereto from time to time (such Reimbursement Agreement, as amended from
time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on June 26, 2009, the principal sum
of [_____________________] Dollars or, at any time (if less), such lesser
principal amount as is equal to the sum of (a) the Available Amount of the
Letter of Credit outstanding at such time, plus (b) the aggregate principal
amount of all Tender Advances which are outstanding at such time, plus (c) the
aggregate amount of all other reimbursement obligations of the Company to the
Banks constituting demand loans pursuant to Section 2.04 of the Reimbursement
Agreement which are outstanding at such time, on such date or dates and in such
amounts as set forth in the Reimbursement Agreement for the payment of principal
on such Tender Advances and demand loans, and to pay interest on said principal
amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the amount of
outstanding Obligations (other than Tender Advances or reimbursement obligations
of the Company to the Banks constituting demand loans pursuant to Section 2.04
of the Reimbursement Agreement) payable on such Interest Payment Date; provided,
however,
that such interest rate or rates shall not exceed ten percent (10%) per
annum (calculated on the basis of a year of 360 days for the actual days
elapsed).  Said interest shall accrue hereon until the principal
hereof shall be paid in full, subject to Section 2.04 of the First Supplemental
Indenture dated as of June 25, 2008 (as amended, supplemented, modified or
restated, the “Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the bonds of this series.  No payment of principal under such
Tender Advances or demand loans or hereunder shall reduce the stated principal
amount of the bonds of this series unless, and only to the extent that, the
Reimbursement Agreement shall be terminated concurrently therewith in accordance


     

     

    
      
         

      

      
        Exhibit
B-1

        
          

        

      

      
         

      

    

     

     

    with the provisions
of Section 2.02(c) of the Reimbursement Agreement.  Interest shall
accrue on the bonds of this series from the date of issuance hereof, and the
payment thereof shall be credited as provided in Section 2.04(c) of the
Supplemental Indenture unless and until the Trustee receives the notice
contemplated by Section 2.04(d) of the Supplemental Indenture, whereupon the
interest on the bonds of this series shall become and remain due and payable
until such time as the Trustee receives a further written notice (including a
telecopy or other form of written telecommunication) from an authorized
representative of the Administrative Agent stating that such payments need not
continue.  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 (as hereinafter defined) and to the provisions of Section 2.04
of the Supplemental 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.

     

    As used herein,
“Interest
Payment Date” shall mean (i) in the case of Obligations representing
interest payable on Tender Advances or on reimbursement obligations of the
Company to the Banks constituting demand loans pursuant to Section 2.04 of the
Reimbursement Agreement, the date on which any such interest is due under and as
provided in the Reimbursement Agreement, and (ii) in the case of Obligations
other than (x) interest covered by the preceding clause (i) and (y) Tender
Advances or reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement, the
applicable date for the payment of such Obligations under the Reimbursement
Agreement.  As used herein, the terms “Available
Amount,” “Banks,”
“Commitments,”
“Letter of
Credit,” “Obligations,” and “Tender
Advances” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $6,450,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Generation
Corp. Project) issued by the Ohio Water Development Authority.

     

    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 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 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 2008 due 2009,” created by the Supplemental Indenture, 

     

     

    
      
         

      

      
        Exhibit
B-2

        
          

        

      

      
         

      

    

     

    as provided for in
the Indenture, and authorized for issuance in an aggregate principal amount of
up to $6,513,617.

     

    Any payment of
Obligations made by or on behalf of the Company in respect of the Reimbursement
Agreement shall be deemed a payment in respect of this bond, but such payment
shall not reduce the principal amount of this bond then in effect unless the sum
of (a) the Available Amount of the Letter of Credit outstanding at such time,
plus (b) the aggregate principal amount of all Tender Advances which are then
outstanding under the Reimbursement Agreement, plus (c) the aggregate amount of
all other reimbursement obligations of the Company to the Banks constituting
demand loans pursuant to Section 2.04 of the Reimbursement Agreement which are
outstanding at such time, is irrevocably reduced concurrently with such payment;
provided,
however,
if after a drawing under the Letter of Credit, the Letter of Credit shall have
been reinstated in respect of such drawing prior to the Administrative Agent,
Fronting Bank or Banks having received reimbursement for such drawing from the
Company, the reimbursement of such reinstated amount shall not reduce the
principal amount of this bond.  In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged and the
Letter of Credit shall have been cancelled and returned to the Fronting Bank,
this bond shall be deemed paid in full and the Holder shall surrender this bond
to the Trustee for cancellation.

     

    The bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a “Redemption
Demand”)  from an authorized representative of the
Administrative Agent under the Reimbursement Agreement stating that (i) all of
the Obligations under the Reimbursement Agreement have become or have been
declared to be immediately due and payable as a result of the occurrence and
continuance of an “Event of Default” under the Reimbursement Agreement and (ii)
that the Administrative Agent has demanded payment thereof from the Company;
provided that the bonds
of this series shall be redeemed automatically by the Company, without any
notice to any person, in whole at the Redemption Price, if the Obligations under
the Reimbursement Agreement have become immediately due and payable as a result
of the occurrence of an “Event of Default” under the Reimbursement Agreement
with respect to the Company (but not any subsidiary thereof) under Section
6.01(f) of the Reimbursement Agreement.  Such redemption shall be
effected on the fifth Business Day following receipt by the Trustee of the
Redemption Demand, if such Redemption Demand is required, or the occurrence of
an “Event of Default” under the Reimbursement Agreement with respect to the
Company (but not any subsidiary thereof) under Section 6.01(f) of the
Reimbursement Agreement.  Any payment of the Redemption Price made to
the Administrative Agent shall constitute a payment by the Company in respect of
Obligations under the Reimbursement Agreement.  A Redemption Demand
shall be rescinded and shall be null and void for all purposes of the Indenture
upon receipt by the Trustee, no later than the Business Day prior to the date
fixed for redemption, of a written notice from the Administrative Agent
withdrawing said Redemption Demand.

     

     

    
      
         

      

      
        Exhibit
B-3

        
          

        

      

      
         

      

    

     

     

                      
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 effect transfer to any successor to the Administrative
Agent under the Reimbursement Agreement, but 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:

    


    
      
        
          
             

          

           


        

        
          Exhibit
B-4

          
            

          

        

        
           


        

      

    

    


    [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 TRUST COMPANY, N.A., as
Trustee

    


                                                    
By:   _________________________________                                                       

                                                                                                                                      
Authorized Signatory

    


    


     

    


    


    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    


     

    Exhibit
C

    


    


    Property
Description

     

     

     

     

    


    
      
        
          
                                                                                 Exhibit
C-1