Unassociated Document


    FirstEnergy
      Nuclear
      Generation Corp.                                                              Exhibit
      10.8

    FERC
      Electric
      Tariff, Original Volume No. 1

    Service
      Agreement
      No.1 

     

    [Execution
      Copy]


    


    


    NUCLEAR
      POWER SUPPLY AGREEMENT

    


    Between
      FirstEnergy Nuclear Generation Corp., Seller

    and

    FirstEnergy
      Solutions Corp., Buyer

    


    This
      Nuclear Power
      Supply Agreement ("Agreement") dated October 14, 2005 is made by and between
      FirstEnergy Nuclear Generation Corp., ("FENGenco" or "Seller"), and FirstEnergy
      Solutions Corp. ("Solutions" or "Buyer"). FENGenco and Solutions may be
      identified collectively as "Parties" or individually as a "Party." This
      Agreement is entered into in connection with the transfer of the ownership
      interests of The Cleveland Electric Illuminating Company, Ohio Edison Company,
      Pennsylvania Power Company, and The Toledo Edison Company in the Beaver Valley
      Power Station, Davis-Besse Nuclear Power Station, and Perry Nuclear Power Plant
      (“Nuclear Generating Plants”) to FENGenco.

    


    WHEREAS,
      Seller is a
      newly formed, nuclear generation only company that intends to acquire certain
      interests in Nuclear Generating Plants owned by The Cleveland Electric
      Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, and
      The
      Toledo Edison Company (collectively "the FirstEnergy Operating Companies");
      and


    


    WHEREAS,
      Seller will
      be a wholly owned subsidiary of FirstEnergy Corp; and 

    


    WHEREAS,
      the Nuclear
      Generating Plants are operated by FirstEnergy Nuclear Operating Company, a
      wholly owned subsidiary of FirstEnergy Corp. and affiliate of FENGenco; and
      

    


    WHEREAS,
      Seller will
      also purchase the electrical output of Ohio Edison Company and The Toledo Edison
      Company’s sale/leaseback interests in Beaver Valley Power Station Unit 2 and
      Perry Nuclear Power Plant (“Leased Nuclear Generation Facilities”);
      and

    


    WHEREAS,
      Seller will
      be engaged exclusively in the business of owning the Nuclear Generating Plants
      and selling Power from the owned Nuclear Generating Plants and Leased Nuclear
      Generation Facilities (collectively, the “Nuclear Generating Facilities”) at
      wholesale; and 

    


    WHEREAS,
      Buyer
      desires to obtain the entire electric output of the Nuclear Generating
      Facilities, pursuant to the rates, terms and conditions set forth herein.


     

     

    

      
        	
                Issued
                  by: Gary R. Leidich, President

              	
                Effective
                  Date:

              
	
                Issued
                  on: October 14, 2005

              	
                December
                  1, 2005

              

                                                   

    

                                                                                                                                                                                                               

     

    
      
        1

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    It
      is agreed as follows: 

    


    I.          
       TERM

    


    The
      sale and purchase of Power pursuant to this Agreement shall begin on December
      1,
      2005, or such later effective date authorized by the FERC, for an initial term
      ending December 31, 2010. This Agreement shall remain in effect from year to
      year thereafter unless terminated by either Party upon at least sixty days
      written notice prior to the end of the calendar year. 

    


    II.          
      SALE
      AND
      PURCHASE OF CAPACITY AND ENERGY 

    


    
      	A.      	
              Seller
                shall
                provide Buyer all of the Capacity, Energy, and Ancillary Services
                available from the Nuclear Generating Facilities identified in Exhibit
                C
                to this Agreement, and Buyer shall purchase and pay for such Capacity,
                Energy, and Ancillary Services, in accordance with the terms of this
                Agreement. Seller shall make Capacity, Energy, and Ancillary Services
                available at the Delivery Points. Buyer shall arrange and will be
                responsible for all transmission, congestion costs, losses, and related
                services at and from the Delivery Points. The Capacity, Energy, and
                Ancillary Services, supplied by Seller are collectively referred
                to as
                Buyer's "Power Supply Requirements." Capacity and Energy supplied
                shall be
                sixty-hertz, three phase alternating current. The Power Supply
                Requirements will be provided in accordance with Good Utility Practice,
                and where applicable, the provisions of the applicable Transmission
                Provider OATT, and the requirements of the NRC.


            


    

    


    
      	B.      	
              FENGenco
                shall
                cause the Nuclear Generating Facilities to be operated and maintained
                in
                accordance with Good Utility Practice, the applicable requirements
                of the
                FERC, NRC and NERC, as well as the requirements of the regional
                reliability councils or Regional Entity, and Regional Transmission
                Organizations where the Nuclear Generating Facilities are located.
                FENGenco will enter into agreements with FirstEnergy Nuclear Operating
                Company, other FirstEnergy affiliates, Transmission Provider, or
                Government Authority if necessary to ensure compliance with this
                Section
                II.B.

            


    

    


    III.    
           SCHEDULING
      AND SYSTEM PLANNING 

    


    
      	A.      
              	
              In
                order for
                Solutions to be able to plan adequately to market and sell all of
                the
                Capacity, Energy, and Ancillary Services, available from the Nuclear
                Generating Facilities identified in Exhibit C, FENGenco shall notify
                Solutions on or before November 1 of each year during the term of
                this
                Agreement of the amount of Capacity, Energy, and Ancillary Services,
                it
                expects to have available for each day in each month of the next
                calendar
                year. The information provided in this notification shall include,
                but not
                be limited to, the time and expected duration of any planned outage
                of the
                Nuclear Generating Facilities.

            


    

    



    
      
        2

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	B.      
                	
              FENGenco
                shall
                update its annual forecast of available Capacity, Energy, and Ancillary
                Services for any change or expected change in the operation of the
                Nuclear
                Generating Facilities that would materially affect the annual forecast
                provided to Solutions. FENGenco shall provide the updated forecast
                to
                Solutions for any full month(s) remaining in the calendar year within
                thirty days of becoming aware of the change or expected change in
                the
                operation of the Nuclear Generating
                Facilities.

            


    

    


    
      	C.      
               	
              FENGenco
                will
                supply Solutions, upon request, any such information as is necessary
                to
                meet the requirements of the applicable Transmission Provider OATT,
                FERC,
                NERC, NRC, Electric Reliability Organization, regional reliability
                council, Regional Entity or Government
                Authority.

            


    

    


    IV.      
          PRICE
      

    


    Seller
      shall charge,
      and Buyer shall pay, for Buyer's Power Supply Requirements, as follows on a
      monthly basis.

    


    A.      Charges
      

    


    Buyer
      will pay
      Seller the Monthly Charge under the cost-based formula set forth in Exhibit
      A
      for the Power Supply Requirements available from the Nuclear Generating
      Facilities identified in Exhibit C.

     

    B.     
      Billing
      and
      Payment

    


    Unless
      otherwise
      specifically agreed upon by the Parties, the calendar month shall be the
      standard period for all billings and payments under this Agreement. As soon
      as
      practicable after the end of each month, the Seller will render an invoice
      to
      Buyer for the amounts due for Power Supply Requirements for the preceding month.
      Payment shall be due and payable within ten days of receipt of the invoice
      or,
      if such day is not a Business Day, then on the next Business Day. Buyer will
      make payments by electronic funds transfer or by other mutually agreeable
      method(s) to the account designated by Seller. Any amounts not paid by the
      due
      date will be deemed delinquent and will accrue interest at the Interest Rate
      until the date of payment in full. 

     

    C.     
      Records

    


    Each
      Party shall
      keep complete and accurate records of its operations under this Agreement and
      shall maintain such data as may be necessary to determine the reasonableness
      and
      accuracy of all relevant data, estimates, payments or invoices submitted by
      or
      to it hereunder. All records regarding this Agreement shall be maintained for
      a
      period of three years from the date of the invoice or payment, or for such
      longer period as may be required by law. 

    



    
      
        3

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    D.      Audit
      and
      Adjustment Rights

    


    Buyer
      shall have the
      right, at its own expense and during normal business hours, to audit the
      accounts and records of Seller that reasonably relate to the provision of
      service under this Agreement. If the audit reveals an inaccuracy in an invoice,
      the necessary adjustment in such invoice and the payments therefore will be
      promptly made. No adjustment will be made for any invoice or payment made more
      than one year from rendition thereof. This provision shall survive the
      termination of this Agreement for a period of one year from the date of
      termination for the purpose of such invoice and payment objections. To the
      extent that audited information includes Confidential Information, the Buyer
      shall keep all such information confidential under Section VII.C. 

    


    E.      Section
      205
      Rights

    


    Nothing
      contained
      herein shall be construed as affecting in any way the right of the Party
      furnishing service under this Agreement to unilaterally make application to
      the
      FERC for a change in rates under Section 205 of the Federal Power Act and
      pursuant to the FERC's Rules and Regulations thereunder. Provided, however,
      that
      nonrate terms and conditions may be amended only by a written agreement signed
      by the Parties.

    


    V.         
        METERING
      

    


    Generation
      metering
      will be installed, operated and maintained in accordance with the applicable
      generator interconnection agreements between the FENGenco, Transmission
      Provider, and Transmission Owner. Metering between control areas shall be
      handled in accordance with the applicable Transmission Provider OATT. Retail
      metering shall be provided in accordance with applicable state law. Nothing
      in
      this Agreement requires Seller or Buyer to install new metering facilities.
      

    


    VI.          
      NOTICES
      

    


    All
      notices, requests, statements or payments shall be made as specified below.
      Notices required to be in writing shall be delivered by letter, facsimile or
      other documentary form. Notice by facsimile or hand delivery shall be deemed
      to
      have been received by the close of the Business Day on which it was transmitted
      or hand delivered (unless transmitted or hand delivered after close in which
      case it shall be deemed to have been received at the close of the next Business
      Day). Notice by overnight mail or courier shall be deemed to have been received
      two Business Days after it was sent. A Party may change its addresses by giving
      notice as provided above. 

    



    
      
        4

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    NOTICES
      & CORRESPONDENCE:


     

    
       

        
          	
                  To
                    Seller:

                	
                  FirstEnergy
                    Nuclear Generation Corp., President 

                
	 	
                  76
                    South Main
                    St. 

                
	 	
                  Akron,
                    Ohio
                    44308 

                
	 	 
	
                  To
                    Buyer:

                	
                  FirstEnergy
                    Solutions Corp., Director, Wholesale Energy
                    Transactions

                
	 	
                  395
                    Ghent
                    Road

                
	 	
                  Akron,
                    Ohio
                    44333

                


        

      

    

      

    
       

    

    INVOICES
      & PAYMENTS: 

     

    
      
        	
                To
                  Seller:

              	
                FirstEnergy
                  Nuclear Generation Corp., President 

              
	 	
                76
                  South Main
                  St. 

              
	 	
                Akron,
                  Ohio
                  44308 

              
	 	 
	
                To
                  Buyer:

              	
                FirstEnergy
                  Solutions Corp., Director, Wholesale Energy
                  Transactions

              
	 	
                395
                  Ghent
                  Road

              
	 	
                Akron,
                  Ohio
                  44333

              


      

    

       

    SCHEDULING:
      

     

    
      
        	
                To
                  Seller:

              	
                FirstEnergy
                  Nuclear Generation Corp., President 

              
	 	
                76
                  South Main
                  St. 

              
	 	
                Akron,
                  Ohio
                  44308 

              
	 	 
	
                To
                  Buyer:

              	
                FirstEnergy
                  Solutions Corp., Director, Wholesale Energy Transactions
                  

              
	 	
                395
                  Ghent
                  Road 

              
	 	
                Akron,
                  Ohio
                  44333 

              


      

    

         

     

    VII.        
       MISCELLANEOUS
      

    


    A.      Performance
      Excused

    


     

    If
      either Party is rendered unable by an event of Force Majeure to carry out,
      in
      whole or part, its obligations hereunder, then, during the pendency of such
      Force Majeure but for no longer period, the Party affected by the event shall
      be
      relieved of its obligations insofar as they are affected by Force Majeure.
      The
      Party affected by an event of Force Majeure shall provide the other Party with
      written notice setting forth the full details thereof as soon as practicable
      after the occurrence of such event and shall take all reasonable measures to
      mitigate or minimize the effects of such event of Force Majeure. Nothing in
      this
      section requires Seller to deliver, or Buyer to receive, Power at Delivery
      Points other than those Delivery Points designated under this Agreement, or
      relieves Buyer of its obligation to make payment under Section IV of this
      Agreement.

     

    



    
      
        5

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Force
      Majeure shall
      be defined as any cause beyond the reasonable control of, and not the result
      of
      negligence or the lack of diligence of, the Party claiming Force Majeure or
      its
      contractors or suppliers. It includes, without limitation, earthquake, storm,
      lightning, flood, backwater caused by flood, fire, explosion, act of the public
      enemy, epidemic, accident, failure of facilities, equipment or fuel supply,
      acts
      of God, war, riot, civil disturbances, strike, labor disturbances, labor or
      material shortage, national emergency, restraint by court order or other
      Government Authority, interruption of synchronous operation, or other similar
      or
      dissimilar causes beyond the control of the Party affected, which causes such
      Party could not have avoided by exercising Good Utility Practice. Nothing
      contained herein shall be construed to require a Party to settle any strike,
      lockout, work stoppage, or other industrial disturbance or dispute in which
      it
      may be involved or to take an appeal from any judicial, regulatory or
      administrative action. 

    


    B.     
      Transfer
      of Title
      and Indemnification 

    


    Title
      and risk of
      loss related to the Power Supply Requirements shall transfer to the Buyer at
      the
      Delivery Points. Seller warrants that it will deliver the Power Supply
      Requirements to Buyer free and clear of all liens, security interests, claims
      and encumbrances or any interest therein or thereto by any person arising prior
      to the Delivery Points. Each Party shall indemnify, defend and hold harmless
      the
      other Party from and against any claims arising from or out of any event,
      circumstance, act or incident first occurring or existing during the period
      when
      control and title to the Power Supply Requirements is vested in the other Party.
      

    


    C.     
      Confidentiality

    


    Neither
      Party shall
      disclose to third parties Confidential Information obtained from the other
      Party
      pursuant to this Agreement except in order to comply with the requirements
      of
      FERC, NRC, NERC, Electric Reliability Organization, applicable regional
      reliability councils or Regional Entity, Regional Transmission Organization,
      or
      Government Authority. Each Party shall use reasonable efforts to prevent or
      limit the disclosure required to third parties under this section. 

    


    D.     
      Further
      Assurances

    


    Subject
      to the terms
      and conditions of this Agreement, each of the Parties will use reasonable
      efforts to take, or cause to be taken, all action, and to do, or cause to be
      done, all things necessary, proper or advisable under applicable laws and
      regulations to consummate and effectuate the transactions contemplated hereby.
      

    



    
      
        6

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    E.     
      Assignment
      

    


    No
      assignment, pledge, or transfer of this Agreement shall be made by any Party
      without the prior written consent of the other Party, which consent shall not
      be
      unreasonably withheld. No prior written consent shall be required for (i) the
      assignment, pledge or other transfer to another company or affiliate in the
      same
      holding company system as the assignor, pledgor or transferor, or (ii) the
      transfer incident to a merger or consolidation with, or transfer of all, or
      substantially all, of the assets of the transferor, to another person or
      business entity; provided, however, that such assignee, pledgee, transferee
      or
      acquirer of such assets or the person with which it merges or into which it
      consolidates assumes in writing all of the obligations of such Party hereunder
      and provided, further, that either Party may, without the consent of the other
      Party (and without relieving itself from liability hereunder), transfer, sell,
      pledge, encumber or assign such Party's rights to the accounts, revenues or
      proceeds hereof in connection with any financing or other financial
      arrangements. 

    


    F.     
      Governing
      Law

    


    The
      interpretation and performance of this Agreement shall be according to and
      controlled by the laws of the State of Ohio regardless of the laws that might
      otherwise govern under applicable principles of conflicts of laws. 

    


    G.     
      Counterparts
      

    


    This
      Agreement may
      be executed in two or more counterparts and each such counterpart shall
      constitute one and the same instrument. 

    


    H.     
      Waiver

    


    No
      waiver by a Party of any default by the other Party shall be construed as a
      waiver of any other default. Any waiver shall be effective only for the
      particular event for which it is issued and shall not be deemed a waiver with
      respect to any subsequent performance, default or matter. 

    


    I.     
      No
      Third Party
      Beneficiaries

    


    This
      Agreement shall
      not impart any rights enforceable by any third party other than a permitted
      successor or assignee bound to this Agreement. 

    


    J.     
      Severability
      

    


    Any
      provision of this Agreement declared or rendered unlawful by any Government
      Authority or deemed unlawful because of a statutory change will not otherwise
      affect the remaining lawful obligations that arise under this Agreement.


    


    K.     
      Construction
      

    


    The
      term "including" when used in this Agreement shall be by way of example only
      and
      shall not be considered in any way to be a limitation. The headings used herein
      are for convenience and reference purposes only. 


    
      
        7

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have caused their duly authorized representatives
      to execute this Agreement on their behalf as of October 14, 2005.

    


    
      	 	 	 
	 	    FirstEnergy
              Solutions Corp.
	 
 	 
 	 
 
	 	  	 
	 	
              
President,
              FirstEnergy Solutions Corp.
	 	 


    

     

    
      
        	 	 	 
	 	   FirstEnergy
                Nuclear Generation Corp.
	 
 	 
 	 
 
	 	  	 
	 	
                
President,
                FirstEnergy Nuclear Generation Corp.
	 	 


      

    

    


    



    
      
        
          8

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      A

    


    FirstEnergy
      Nuclear Generation Corp.

    Monthly
      Charge Formula


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    DEFINITIONS

    


    In
      addition to terms defined elsewhere in this Agreement, the terms listed below
      are defined as follows: 

    


    Affiliate
      means,
      with respect
      to any person, any other person (other than an individual) that, directly or
      indirectly, through one or more intermediaries, controls, or is controlled
      by,
      or is under common control with, such person. For purposes of the foregoing
      definition, control means the direct or indirect ownership of more than fifty
      percent (50%) of the outstanding capital stock or other equity interests having
      ordinary voting power or ability to direct the affairs of the affiliate.


    


    Ancillary
      Services
      means Reactive
      Supply and Voltage Control from Generation Resources Service, Regulation and
      Frequency Response Service, Operating Reserve - Spinning Reserve Service, and
      Operating Reserve - Supplemental Service, and such additional Ancillary Services
      as defined in the Transmission Provider OATT and to the extent available from
      the Nuclear Generating Facilities.

    


    Business
      Day
      means any day on
      which Federal Reserve member banks in New York City are open for business.
      

    


    Capacity
      means the resource
      that produces electric Energy, measured in megawatts.

    


    Confidential
      Information means
      any
      confidential, proprietary, trade secret, critical energy infrastructure
      information, or commercially sensitive information relating to the present
      or
      planned business of a Party that is supplied under this Agreement, and is
      identified as confidential by the Party supplying the information.

    


    Delivery
      Point
      means where
      Capacity, Energy and Ancillary Services are supplied by the Seller at the point
      of interconnection between the Nuclear Generating Facilities and the
      transmission facilities of Transmission Owner. 

    


    Electric
      Reliability Organization
      has the meaning
      given in Section 215(a)(2) of the Federal Power Act.

    


    Energy
      means electric
      energy delivered under this Agreement at three-phase, 60-hertz alternating
      current measured in megawatt hours. 

    


    FERC
      means The Federal
      Energy Regulatory Commission or its regulatory successor. 

    


    Force
      Majeure
      has the meaning
      given in Section VII.A. 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Good
      Utility
      Practice
      means any of the
      practices, methods and acts engaged in or approved by a significant portion
      of
      the electric utility industry during the relevant time period or any of the
      practices, methods and acts which, in the exercise of reasonable judgment in
      light of the facts known at the time the decision was made, could have been
      expected to accomplish the desired result at a reasonable cost consistent with
      good business practices, reliability, safety, and expedition. Good Utility
      Practice includes compliance with the standards adopted by NRC, NERC, its
      applicable regional councils, or an Electric Reliability Organization or
      Regional Entity as approved by the FERC. Good Utility Practice is not intended
      to be limited to the optimum practice, method or act to the exclusion of all
      others, but rather to be acceptable practices, methods or acts, generally
      accepted in the region and consistently adhered to by utilities in the region.
      

    


    Government
      Authority means
      any federal,
      state, local, municipal or other governmental entity, authority or agency,
      department, board, court, tribunal, regulatory commission, or other body,
      whether legislative, judicial or executive, together or individually, exercising
      or entitled to exercise any administrative, executive, judicial, policy,
      regulatory or taxing authority or power over Buyer or Seller.

    


    Interest
      Rate
      means the lesser of
      Prime Rate plus two percent and the maximum rate permitted by applicable law.
      

    


    NERC
      means The North
      American Electric Reliability Council or any superceding organization with
      responsibility for establishing reliability standards for the interstate
      transmission grid. 

    


    NRC
      means the Nuclear
      Regulatory Commission or its regulatory successor.

    


    Power
      means
      Capacity
      and/or Energy.
      

    


    Prime
      Rate
      means for any date,
      the per annum rate of interest announced from time to time by Citibank, NA
      as
      its prime rate for commercial loans, effective for such date as established
      from
      time to time by such bank. 

    


    Regional
      Entity
      has the meaning
      given in Section 215(a)(7) of the Federal Power Act.

    


    Regional
      Transmission Organization
      has the meaning
      given in Section 3(27) of the Federal Power Act.

    


    Taxes
      means all
ad
      valorem,
      property,
      occupation, utility, gross receipts, sales, use, excise and other taxes,
      governmental charges, licenses, permits and assessments, other than taxes based
      on net income or net worth. 

    


    Transmission
      Owner
      means the entity
      that owns facilities used for the transmission of Power from the Nuclear
      Generating Facilities.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Transmission
      Provider
      means the utility
      or utilities, including Regional Transmission Organizations, transmitting Power
      on behalf of Buyer from the Delivery Point(s) under this Agreement.


    


    Transmission
      Provider OATT
      means the Open
      Access Transmission Tariff, Open Access Transmission and Energy Markets Tariff,
      or any other tariff of general applicability on file at the FERC under which
      the
      Transmission Provider offers transmission service.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      C

    


    Nuclear
      Generating Facilities

    


    NDC
      in
      MW

     

      
        

      

    

    


    Beaver
      Valley Unit
      1   821

    


    Beaver
      Valley Unit
      2                            
831

     

    Davis
      Besse              883

     

    Perry                                                     1260        

    
      
        

      



    Total                                                    
      3,795