Exhibit 10.1 Form of Guaranty Agreement dated as of December 16, 2005


    

      
        
          	
                   

                
	
                  EXHIBIT
                    H

                
	
                  Form
                    of Guaranty

                   

                
	
                      GUARANTY,
                    dated
                    as of [FirstEnergy: December 16, 2005][FES: [___________], 20[__]],
                    made
                    by [FIRSTENERGY CORP., an Ohio corporation][FIRSTENERGY SOLUTIONS
                    CORP.,
                    an Ohio corporation] (the “Guarantor”), in favor of the Banks
                    (as defined
                    in the Reimbursement Agreement referred to below), Barclays Bank
                    PLC
                    (“Barclays”),
                    as
                    Administrative Agent for the Banks (the “Administrative
                    Agent”)
                    and as
                    fronting bank (the “Fronting Bank”,
                    and together
                    with the Banks and the Administrative Agent, the
                    “Beneficiaries”).

                   

                
	
                  PRELIMINARY
                    STATEMENT

                   

                
	
                      FIRSTENERGY
                    NUCLEAR GENERATION CORP., an Ohio corporation (the “Company”)
                    is party
                    to
                    a Letter of
                    Credit and Reimbursement Agreement, dated as of December 16,
                    2005 (as
                    amended, amended and restated, supplemented or otherwise modified
                    from
                    time to time, the “Reimbursement
                    Agreement”;
                    the
                    capitalized terms defined therein and not otherwise defined herein
                    being
                    used herein as therein defined), with
                    the
                    Beneficiaries.
                    The
                    Guarantor will derive substantial direct and indirect benefits
                    from the
                    transactions contemplated by the Reimbursement Agreement. [FirstEnergy:
                    It
                    is a condition precedent to the effectiveness of the Reimbursement
                    Agreement that the Guarantor deliver this Guaranty.][FES: The
                    [Reference
                    Rating of the Company is less than BBB- by S&P or Baa3 by Moody’s and
                    the] Guarantor desires to deliver this Guaranty in order to exempt
                    the
                    Company from compliance with the debt to capitalization ratio
                    financial
                    covenant described in Section 5.03 of the Reimbursement
                    Agreement].

                   

                
	
                      NOW,
                    THEREFORE,
                    [FES: upon satisfaction of the conditions set forth in the definition
                    of
                    “FES Guaranty Agreement” in the Reimbursement Agreement,] and in
                    consideration of the premises and in order to induce the Fronting
                    Bank to
                    issue the Letter of Credit for the account of the Company and
                    to otherwise
                    satisfy its obligations under the Reimbursement Agreement, the
                    Guarantor
                    hereby agrees as follows:

                   

                


        

         

         

        
          
            
            

          

          
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                        SECTION
                      1. Guaranty; Limitation of Liability.

                     

                  
	
                    
                       
    (a)    The
                      Guarantor hereby absolutely, unconditionally and irrevocably
                      guarantees
                      the punctual payment when due, whether at scheduled maturity
                      or on any
                      date of a required prepayment or by acceleration, demand or
                      otherwise, of
                      the Applicable Percentage (as defined below) of all payment,
                      performance
                      and other obligations of the Company now or hereafter existing
                      under or in
                      respect of the Credit Documents (including, without limitation,
                      the
                      Obligations and any extensions, modifications, substitutions,
                      amendments
                      or renewals of any or all of the Obligations), whether direct
                      or indirect,
                      absolute or contingent, and whether for principal, interest,
                      reimbursement
                      obligations, premiums, fees, indemnities, contract causes of
                      action,
                      costs, expenses or otherwise, including, without limitation,
                      (i) the
                      obligation of the Company to pay principal, interest, letter
                      of credit
                      fees, charges, expenses, fees, attorneys’ fees and disbursements,
                      indemnities and other amounts payable by the Company under
                      any Credit
                      Document, (ii) the obligation of the Company to reimburse any
                      amount in
                      respect of any drawing under the Letter of Credit issued for
                      the account
                      of the Company and (iii) any liability of the Company on any
                      claim,
                      whether or not the right of any creditor to payment in respect
                      of such
                      claim is reduced to judgment, liquidated, unliquidated, fixed,
                      contingent,
                      matured, disputed, undisputed, legal, equitable, secured or
                      unsecured, and
                      whether or not such claim is discharged, stayed or otherwise
                      affected by
                      any proceeding (such Applicable Percentage of such obligations
                      being the
                      “Guaranteed
                      Obligations”),
                      and agrees
                      to pay any and all expenses (including, without limitation,
                      fees and
                      expenses of counsel) incurred by any Beneficiary in enforcing
                      any rights
                      under this Guaranty or any other Credit Document. As used herein,
                      “Applicable
                      Percentage”
shall
                      mean
                      [First Energy: (i) 0%, from and after the third Business Day
                      following
                      delivery of a certificate of the chief financial officer, treasurer,
                      assistant treasurer or controller of the Guarantor to the Administrative
                      Agent certifying (and including reasonably detailed supporting
                      calculations thereof) the existence of the conditions set forth
                      in the
                      following clauses (a) or (b) and so long as such conditions
                      shall continue
                      to exist: (a) the Company has Reference Ratings of BBB- or
                      better by
                      S&P and Baa3 or better by Moody’s and is in compliance with the
                      financial covenant described in Section 5.03 of the Reimbursement
                      Agreement and the Company shall have delivered to the Administrative
                      Agent, with sufficient copies for the Banks, an annual report
                      and related
                      audited consolidated financial statements as of the last day
                      of each of
                      the two most recently completed fiscal years of the Company
                      as set forth
                      in Section 5.01(g)(ii) of the Reimbursement Agreement (provided
                      that any
                      such audited financial statements for the Company’s fiscal year 2005 shall
                      be prepared on the same basis as shall be required of an issuer
                      of public
                      securities by the Securities and Exchange Commission or any
                      national
                      securities exchange) or (b) FES (x) has an Applicable Percentage
                      (under
                      and as such term is defined in the FES Guaranty Agreement)
                      of 100% and the
                      FES Guaranty Agreement shall have been effective for not less
                      than 91
                      days, (y) has Reference Ratings of BBB- or better by S&P and Baa3 or
                      better by Moody’s and (z) is in compliance with the financial covenant
                      described in Section 7.3 of the FES Guaranty Agreement, and
                      (ii) 100%, at
                      all other times][FES: (i) 0%, from and after the third Business
                      Day
                      following delivery of a certificate of the chief financial
                      officer,
                      treasurer, assistant treasurer or controller of the Guarantor
                      to the
                      Administrative Agent certifying (and including reasonably detailed
                      supporting calculations thereof) the existence of the following
                      conditions
                      and so long as such conditions shall exist: the Company has
                      Reference
                      Ratings of BBB- or better by S&P and Baa3 or better by Moody’s and is
                      in compliance with the financial covenant described in Section
                      5.03 of the
                      Reimbursement Agreement and the Company shall have delivered
                      to the
                      Administrative Agent, with sufficient copies for the Banks,
                      an annual
                      report and related audited consolidated financial statements
                      as of the
                      last day of each of the two most recently completed fiscal
                      years of the
                      Company as set forth in Section 5.01(g)(ii) of the Reimbursement
                      Agreement
                      (provided that any such audited financial statements for the
                      Company’s
                      fiscal year 2005 shall be prepared on the same basis as shall
                      be required
                      of an issuer of public securities by the Securities and Exchange
                      Commission or any national securities exchange), and (ii) 100%,
                      at all
                      other times]. Without limiting the generality of the foregoing,
                      the
                      Guarantor’s liability shall extend to all amounts that constitute part
                      of
                      the Guaranteed Obligations and would be owed by the Company
                      to any
                      Beneficiary under or in respect of the Credit Documents but
                      for the fact
                      that they are unenforceable or not allowable due to the existence
                      of a
                      bankruptcy, reorganization or similar proceeding involving
                      the
                      Company.

                     

                  


          

           

           

          
            
              
              

            

            
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                          (b)    The
                        Guarantor, and by its acceptance of this Guaranty, each Beneficiary
                        hereby
                        confirms that it is the intention of all such Persons that
                        this Guaranty
                        and the Guaranteed Obligations of the Guarantor hereunder
                        not constitute a
                        fraudulent transfer or conveyance for purposes of Bankruptcy
                        Law (as
                        hereinafter defined), the Uniform Fraudulent Conveyance Act,
                        the Uniform
                        Fraudulent Transfer Act or any similar foreign, federal or
                        state law to
                        the extent applicable to this Guaranty and the Guaranteed
                        Obligations. To
                        effectuate the foregoing intention, the Beneficiaries and
                        the Guarantor
                        hereby irrevocably agree that the Guaranteed Obligations
                        at any time shall
                        be limited to the maximum amount as will result in the Guaranteed
                        Obligations not constituting a fraudulent transfer or conveyance.
                        For
                        purposes hereof, “Bankruptcy Law” means any proceeding of the type
                        referred to in Section 6.01(f) of the Reimbursement Agreement
                        or Title 11,
                        U.S. Code, or any similar foreign, federal or state law for
                        the relief of
                        debtors.

                       

                    
	
                          SECTION
                        2.  Guaranty
                        Absolute.

                       

                    
	
                          The
                        Guarantor
                        guarantees that the Guaranteed Obligations will be paid strictly
                        in
                        accordance with the terms of the Credit Documents, regardless
                        of any law,
                        regulation or order now or hereafter in effect in any jurisdiction
                        affecting any of such terms or the rights of any Beneficiary
                        with respect
                        thereto. The obligations of the Guarantor under or in respect
                        of this
                        Guaranty are independent of the Guaranteed Obligations or
                        any other
                        obligations the Company under or in respect of the Credit
                        Documents, and a
                        separate action or actions may be brought and prosecuted
                        against the
                        Guarantor to enforce this Guaranty, irrespective of whether
                        any action is
                        brought against the Company or whether the Company is joined
                        in any such
                        action or actions. The liability of the Guarantor under this
                        Guaranty
                        shall be irrevocable, absolute and unconditional irrespective
                        of, and the
                        Guarantor hereby irrevocably waives any defenses it may now
                        have or
                        hereafter acquire in any way relating to, any or all of the
                        following:

                       

                    
	
                              (a)    any
                        lack of validity or enforceability of any Credit Document
                        or any agreement
                        or instrument relating thereto;

                       

                    
	
                              (b)    any
                        change in the time, manner or place of payment of, or in
                        any other term
                        of, all or any of the Guaranteed Obligations or any other
                        obligations of
                        the Company under or in respect of the Credit Documents,
                        or any other
                        amendment or waiver of or any consent to departure from any
                        Credit
                        Document, including, without limitation, any increase in
                        the Guaranteed
                        Obligations resulting from the extension of additional credit
                        to the
                        Company or any of its Subsidiaries or otherwise;

                       

                    
	
                              (c)    any
                        taking, exchange, release or non-perfection of any collateral,
                        or any
                        taking, release or amendment or waiver of, or consent to
                        departure from,
                        any other guaranty, for all or any of the Guaranteed
                        Obligations;

                       

                    
	
                              (d)    any
                        manner of application of any collateral, or proceeds thereof,
                        to all or
                        any of the Guaranteed Obligations, or any manner of sale
                        or other
                        disposition of any collateral for all or any of the Guaranteed
                        Obligations
                        or any other assets of the Company or any of its
                        Subsidiaries;

                       

                    


            

             

             

            
              
                
                

              

              
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                                (e)    any
                          change, restructuring or termination of the corporate structure
                          or
                          existence of the Company or any of its Subsidiaries;

                         

                      
	
                                (f)    any
                          failure of any Beneficiary to disclose to the Guarantor
                          any information
                          relating to the business, condition (financial or otherwise),
                          operations,
                          performance, properties or prospects of the Company now
                          or hereafter known
                          to such Beneficiary (the Guarantor waiving any duty on
                          the part of
                          Beneficiaries to disclose such information);

                         

                      
	
                                (g)    the
                          failure of any other Person to execute or deliver this
                          Guaranty or any
                          other guaranty or agreement or the release or reduction
                          of liability of
                          the Guarantor or other guarantor or surety with respect
                          to the Guaranteed
                          Obligations; or

                         

                      
	
                                (h)    any
                          other circumstance (including, without limitation, any
                          statute of
                          limitations) or any existence of or reliance on any representation
                          by any
                          Beneficiary that might otherwise constitute a defense available
                          to, or a
                          discharge of, the Guarantor or any other guarantor or surety.

                         

                      
	
                        This
                          Guaranty
                          shall continue to be effective or be reinstated, as the
                          case may be, if at
                          any time any payment of any of the Guaranteed Obligations
                          is rescinded or
                          must otherwise be returned by any Beneficiary or any other
                          Person upon the
                          insolvency, bankruptcy or reorganization of the Guarantor,
                          the Company or
                          otherwise, all as though such payment had not been made.

                         

                      
	
                            SECTION
                          3.  Waivers
                          and
                          Acknowledgments.

                         

                      
	
                            (a)    The
                          Guarantor hereby unconditionally and irrevocably waives
                          promptness,
                          diligence, notice of acceptance, presentment, demand for
                          performance,
                          notice of nonperformance, default, acceleration, protest
                          or dishonor and
                          any other notice with respect to any of the Guaranteed
                          Obligations and
                          this Guaranty and any requirement that any Beneficiary
                          protect, secure,
                          perfect or insure any Lien or any property subject thereto
                          or exhaust any
                          right or take any action against the Company or any other
                          Person or any
                          collateral.

                         

                      
	
                            (b)    The
                          Guarantor hereby unconditionally and irrevocably waives
                          any right to
                          revoke this Guaranty and acknowledges that this Guaranty
                          is continuing in
                          nature and applies to all Guaranteed Obligations, whether
                          existing now or
                          in the future.

                         

                      
	
                            (c)    The
                          Guarantor hereby unconditionally and irrevocably waives
                          (i) any defense
                          arising by reason of any claim or defense based upon an
                          election of
                          remedies by any Beneficiary that in any manner impairs,
                          reduces, releases
                          or otherwise adversely affects the subrogation, reimbursement,
                          exoneration, contribution or indemnification rights of
                          the Guarantor or
                          other rights of the Guarantor to proceed against the Company,
                          any other
                          guarantor or any other Person or any collateral and (ii)
                          any defense based
                          on any right of set-off or counterclaim against or in respect
                          of the
                          Guaranteed Obligations.

                         

                      
	
                            (d)    The
                          Guarantor hereby unconditionally and irrevocably waives
                          any duty on the
                          part of any Beneficiary to disclose to the Guarantor any
                          matter, fact or
                          thing relating to the business, condition (financial or
                          otherwise),
                          operations, performance, properties or prospects of the
                          Company or any of
                          its Subsidiaries now or hereafter known by such Beneficiary.

                         

                      


              

               

               

              
                
                  
                  

                

                
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                            (e)    The
                          Guarantor acknowledges that it will receive substantial
                          direct and
                          indirect benefits from the financing arrangements contemplated
                          by the
                          Credit Documents and that the waivers set forth in Section
                          2 and this
                          Section 3 are knowingly made in contemplation of such
                          benefits.

                         

                      


              

            

          

        

      

    

    
      
        	
                    SECTION
                  4.  Subrogation.

                 

              
	
                    The
                  Guarantor
                  hereby unconditionally and irrevocably agrees not to exercise any
                  rights
                  that it may now have or hereafter acquire against the Company that
                  arise
                  from the existence, payment, performance or enforcement of the
                  Guaranteed
                  Obligations under or in respect of this Guaranty, including, without
                  limitation, any right of subrogation, reimbursement, exoneration,
                  contribution or indemnification and any right to participate in
                  any claim
                  or remedy of any Beneficiary against the Company, whether or not
                  such
                  claim, remedy or right arises in equity or under contract, statute
                  or
                  common law, including, without limitation, the right to take or
                  receive
                  from the Company, directly or indirectly, in cash or other property
                  or by
                  set-off or in any other manner, payment or security on account
                  of such
                  claim, remedy or right, unless and until all of the Guaranteed
                  Obligations
                  and all other amounts payable under this Guaranty shall have been
                  paid in
                  full in cash, the Letter of Credit issued for the account of the
                  Company
                  shall have expired or been terminated and the Commitments shall
                  have
                  expired or been terminated. If any amount shall be paid to the
                  Guarantor
                  in violation of the immediately preceding sentence at any time
                  prior to
                  the latest of (a) the payment in full in cash of the Guaranteed
                  Obligations and all other amounts payable under this Guaranty,
                  (b) the
                  Stated Expiration Date, and (c) the latest date of expiration or
                  termination of the Letter of Credit issued for the account of the
                  Company,
                  such amount shall be received and held in trust for the benefit
                  of the
                  Beneficiaries, shall be segregated from other property and funds
                  of the
                  Guarantor and shall forthwith be paid or delivered to the Administrative
                  Agent in the same form as so received (with any necessary endorsement
                  or
                  assignment) to be credited and applied to the Guaranteed Obligations
                  and
                  all other amounts payable under this Guaranty, whether matured
                  or
                  unmatured, in accordance with the terms of the Credit Documents,
                  or to be
                  held as collateral for any Guaranteed Obligations or other amounts
                  payable
                  under this Guaranty thereafter arising. If (i) the Guarantor shall
                  make
                  payment to any Beneficiary of all or any part of the Guaranteed
                  Obligations, (ii) all of the Guaranteed Obligations and all other
                  amounts
                  payable under this Guaranty shall have been paid in full in cash,
                  (iii)
                  the Stated Expiration Date shall have occurred and (iv) the Letter
                  of
                  Credit shall have expired or been terminated, the Beneficiaries
                  will, at
                  the Guarantor’s request and expense, execute and deliver to the Guarantor
                  appropriate documents, without recourse and without representation
                  or
                  warranty, necessary to evidence the transfer by subrogation to
                  the
                  Guarantor of an interest in the Guaranteed Obligations resulting
                  from such
                  payment made by the Guarantor pursuant to this Guaranty.

                 

              
	
                    SECTION
                  5.  Payments
                  Free and Clear of Taxes, Etc.

                 

              
	
                    (a)    Any
                  and
                  all payments made by the Guarantor under or in respect of this
                  Guaranty or
                  any other Credit Document shall be made, in accordance with Section
                  2.16
                  of the Reimbursement Agreement, free and clear of and without deduction
                  for any and all present or future Taxes. If the Guarantor shall
                  be
                  required by law to deduct any Taxes from or in respect of any sum
                  payable
                  under or in respect of this Guaranty or any other Credit Document
                  to any
                  Beneficiary, (i) the sum payable by the Guarantor shall be increased
                  as
                  may be necessary so that after the Guarantor and the Administrative
                  Agent
                  have made all required deductions (including deductions applicable
                  to
                  additional sums payable under this Section 5), such Beneficiary
                  receives
                  an amount equal to the sum it would have received had no such deductions
                  been made, (ii) the Guarantor shall make all such deductions and
                  (iii) the
                  Guarantor shall pay the full amount deducted to the relevant taxation
                  authority or other authority in accordance with applicable
                  law.

                 

              


      

       

       

      
        
          
          

        

        
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                    (b)    In
                  addition, the Guarantor agrees to pay any present or future Other
                  Taxes
                  that arise from any payment made by or on behalf of the Guarantor
                  under or
                  in respect of this Guaranty or any other Credit Document or from
                  the
                  execution, delivery or registration of, performance under, or otherwise
                  with respect to, this Guaranty and the other Credit
                  Documents.

                 

              
	
                    (c)    The
                  Guarantor agrees to indemnify each Beneficiary for and hold it
                  harmless
                  against the full amount of Taxes and Other Taxes, (including, without
                  limitation, any Taxes or Other Taxes of any kind imposed by any
                  jurisdiction on amounts payable under this Section 5) imposed on
                  or paid
                  by such Beneficiary and any liability (including penalties, additions
                  to
                  tax, interest and expenses) arising therefrom or with respect thereto.
                  This indemnification shall be made within 30 days from the date
                  such
                  Beneficiary makes written demand therefor.

                 

              
	
                    (d)    From
                  time to time thereafter if requested by the Guarantor or the
                  Administrative Agent, each Beneficiary organized under the laws
                  of a
                  jurisdiction outside the United States shall provide the Administrative
                  Agent, the Fronting Bank and the Guarantor with the forms prescribed
                  by
                  the Internal Revenue Service of the United States certifying that
                  such
                  Beneficiary is exempt from United States withholding taxes with
                  respect to
                  all payments to be made to such Beneficiary hereunder. If for any
                  reason
                  during the term of this Guaranty, any Beneficiary becomes unable
                  to submit
                  the forms referred to above or the information or representations
                  contained therein are no longer accurate in any material respect,
                  such
                  Beneficiary shall promptly notify the Administrative Agent, the
                  Fronting
                  Bank and the Guarantor in writing to that effect. Unless the Guarantor,
                  the Fronting Bank and the Administrative Agent have received forms
                  or
                  other documents satisfactory to them indicating that payments hereunder
                  are not subject to United States withholding tax, the Guarantor,
                  the
                  Fronting Bank or the Administrative Agent shall withhold taxes
                  from such
                  payments at the applicable statutory rate in the case of payments
                  to or
                  for any Beneficiary organized under the laws of a jurisdiction
                  outside the
                  United States.

                 

              
	
                    (e)    Any
                  Beneficiary claiming any additional amounts payable pursuant to
                  this
                  Section 5 shall use its best efforts (consistent with its internal
                  policy and legal and regulatory restrictions) to change the jurisdiction
                  of its Applicable Booking Office if the making of such a change
                  would
                  avoid the need for, or reduce the amount of, any such additional
                  amounts
                  that may thereafter accrue and would not, in the reasonable judgment
                  of
                  such Beneficiary, be otherwise disadvantageous to such
                  Beneficiary.

                 

              
	
                    (f)    Without
                  prejudice to the survival of any other agreement of the Guarantor
                  hereunder, the agreements and obligations of the Guarantor contained
                  in
                  this Section 5 shall survive the payment in full or termination
                  of the
                  Guaranteed Obligations.

                 

              


      

    

     

     

    
      
        
        

      

      
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        H-7

      

    

    

      

        
          
            	
                        SECTION
                      6.  Representations
                      and
                      Warranties.

                     

                  
	
                        As
                      of (i) the
                      date hereof, (ii) [FirstEnergy: the Date of Issuance, (iii)]
                      the date of
                      any Tender Advance, and [FirstEnergy: (iv)][FES: (iii)] the
                      date of any
                      amendment, modification or extension of the Letter of Credit,
                      the
                      Guarantor hereby makes each representation and warranty made
                      in the Credit
                      Documents by the Company with respect to the Guarantor and
                      the Guarantor
                      hereby further represents and warrants as follows:

                     

                  
	
                            (a)    Conditions
                      Precedent.
                      There are no
                      conditions precedent to the effectiveness of this Guaranty
                      that have not
                      been satisfied or waived.

                     

                  
	
                            (b)    Credit
                      Analysis.
                      The
                      Guarantor has, independently and without reliance upon any
                      Beneficiary and
                      based on such documents and information as it has  deemed
                      appropriate, made its own
                      credit analysis and decision to enter into this Guaranty and
                      each other
                      Credit Document to which it is or is to be a party, and the
                      Guarantor has
                      established adequate means of obtaining from the Company on
                      a continuing
                      basis information pertaining to, and is now and on a continuing
                      basis will
                      be completely familiar with, the business, condition (financial
                      or
                      otherwise), operations, performance, properties and prospects
                      of the
                      Company.

                     

                  
	
                            (c)    Corporate
                      Existence and Power.
                      It is a
                      corporation duly incorporated, validly existing and in good
                      standing under
                      the laws of the jurisdiction of its incorporation, is duly
                      qualified to do
                      business as a foreign corporation in and is in good standing
                      under the
                      laws of each state in which the ownership of its properties
                      or the conduct
                      of its business makes such qualification necessary except where
                      the
                      failure to be so qualified would not have a material adverse
                      effect on its
                      business or financial condition or its ability to perform its
                      obligations
                      under this Guaranty, and has all corporate powers and all material
                      governmental licenses, authorizations, consents and approvals
                      required to
                      carry on its business as now conducted.

                     

                  
	
                            (b)    Corporate
                      Authorization.
                      The
                      execution, delivery and performance by it of this Guaranty,
                      or is to
                      become, a party, have been duly authorized by all necessary
                      corporate
                      action on its part and do not, and will not, require the consent
                      or
                      approval of its shareholders, or any trustee or holder of any
                      Debt or
                      other obligation of it, other than such consents and approvals
                      as have
                      been duly obtained, given or accomplished.

                     

                  
	
                            (c)    No
                      Violation, Etc. 
                      Neither the execution, delivery or performance by it of this
                      Guaranty, nor
                      the consummation by it of the transactions contemplated hereby,
                      nor
                      compliance by it with the provisions hereof, conflicts or will
                      conflict
                      with, or results or will result in a breach or contravention
                      of any of the
                      provisions of its Organizational Documents, any Applicable
                      Law, or any
                      indenture, mortgage, lease or any other agreement or instrument
                      to which
                      it or any of its Affiliates is party or by which its property
                      or the
                      property of any of its Affiliates is bound, or results or will
                      result in
                      the creation or imposition of any Lien upon any of its property
                      or the
                      property of any of its Affiliates except as provided herein.
                      There is no
                      provision of its Organizational Documents, or any Applicable
                      Law, or any
                      such indenture, mortgage, lease or other agreement or instrument
                      that
                      materially adversely affects, or in the future is likely (so
                      far as it can
                      now foresee) to materially adversely affect, its business,
                      operations,
                      affairs, condition, properties or assets or its ability to
                      perform its
                      obligations under this Guaranty. The Guarantor and each of
                      its
                      Subsidiaries is in compliance with all laws (including, without
                      limitation, ERISA and Environmental Laws), regulations and
                      orders of any
                      Governmental Authority applicable to it or its property and
                      all
                      indentures, agreements and other instruments binding upon it
                      or its
                      property, except where the failure to do so, individually or
                      in the
                      aggregate, has not had and could not reasonably be expected
                      to have a
                      material adverse effect on (i) the business, assets, operations,
                      condition
                      (financial or otherwise) or prospects of the Guarantor and
                      its
                      Subsidiaries taken as a whole, or (ii) the legality, validity
                      or
                      enforceability of any of this Guaranty or the rights, remedies
                      and
                      benefits available to the parties thereunder or the ability
                      of the
                      Guarantor to perform its obligations under this Guaranty.

                     

                  


          

           

           

          
            
              
              

            

            
              7

              
                

              

            

            
              H-8

            

          

           

           

          
            
              	
                              (d)    Governmental
                        Actions.
                        No
                        Governmental Action is or will be required in connection
                        with the
                        execution, delivery or performance by it, or the consummation
                        by it of the
                        transactions contemplated by this Guaranty [FirstEnergy:
                        , other than such
                        as have been duly obtained, given or accomplished]. 

                       

                    
	
                              (e)    Execution
                        and Delivery.
                        This
                        Guaranty has been duly executed and delivered by it, and
                        this Guaranty is
                        the legal, valid and binding obligation of it enforceable
                        against it in
                        accordance with its terms, subject, however, to the application
                        by a court
                        of general principles of equity and to the effect of any
                        applicable
                        bankruptcy, insolvency, reorganization, moratorium or similar
                        laws
                        affecting creditors’ rights generally.

                       

                    
	
                              (f)    Litigation.
                        Except as
                        disclosed in the Disclosure Documents, there is no pending
                        or threatened
                        action or proceeding (including, without limitation, any
                        proceeding
                        relating to or arising out of Environmental Laws) affecting
                        it or any of
                        its Subsidiaries before any court, governmental agency or
                        arbitrator that
                        has a reasonable possibility of having a material adverse
                        effect on the
                        business, condition (financial or otherwise), results of
                        operations or
                        prospects of it and its consolidated subsidiaries, taken
                        as a whole, or on
                        the ability of the Guarantor to perform its obligations under
                        this
                        Guaranty, and there has been no development in the matters
                        disclosed in
                        such filings that has had such a material adverse effect.

                       

                    
	
                              (g)    Financial
                        Statements; Material Adverse Change.
                        The
                        consolidated balance sheet of the Guarantor and its Subsidiaries
                        as at
                        [FirstEnergy: December 31, 2004][FES: the last day of the
                        most recently
                        completed fiscal year for which such financial statements
                        shall have been
                        certified in a manner acceptable to the Administrative Agent
                        and the Banks
                        by PricewaterhouseCoopers LLP] (the “Audited
                        Financials Date”),
                        and the
                        related consolidated statements of income, retained earnings
                        and cash
                        flows of the Guarantor and its Subsidiaries for the fiscal
                        year then
                        ended, certified by PricewaterhouseCoopers LLP, independent
                        public
                        accountants, and the unaudited consolidated balance sheet
                        of the Guarantor
                        and its Subsidiaries as at [FirstEnergy: September 30, 2005][FES:
                        the last
                        day of the most recently completed fiscal quarter for which
                        such financial
                        statements shall be available], and the related consolidated
                        statements of
                        income, retained earnings and cash flows of the Guarantor
                        and its
                        Subsidiaries for the [FirstEnergy: nine months][FES: partial
                        fiscal year]
                        then ended, copies of each of which have been furnished to
                        each Bank, in
                        all cases as amended and restated to the date hereof, present
                        fairly the
                        consolidated financial position of the Guarantor and its
                        Subsidiaries as
                        at such dates and the consolidated results of the operations
                        of the
                        Guarantor and its Subsidiaries for the periods ended on such
                        dates, all in
                        accordance with GAAP consistently applied. Except as disclosed
                        in the
                        Disclosure Documents, there has been no material adverse
                        change in the
                        business, condition (financial or otherwise), results of
                        operations or
                        prospects of the Guarantor and its Consolidated Subsidiaries,
                        taken as a
                        whole, since the Audited Financials Date.

                       

                    


            

             

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                H-9

              

            

             

             

            
              
                	
                                (h)    ERISA.

                         

                      
	
                                      (i)    No
                          Termination
                          Event has occurred or is reasonably expected to occur with
                          respect to any
                          Plan.

                         

                      
	
                                      (ii)    Schedule
                          B
                          (Actuarial Information) to the most recent annual report
                          (Form 5500
                          Series) with respect to each Plan, copies of which have
                          been filed with
                          the Internal Revenue Service and furnished to the Banks,
                          is complete and
                          accurate and fairly presents the funding status of such
                          Plan, and since
                          the date of such Schedule B there has been no material
                          adverse change in
                          such funding status.

                         

                      
	
                                      (iii)    Neither
                          it nor
                          any member of the Controlled Group has incurred nor reasonably
                          expects to
                          incur any withdrawal liability under ERISA to any Multiemployer
                          Plan.

                         

                      
	
                                (i)    Taxes.
                          The
                          Guarantor and each of its Subsidiaries has filed all tax
                          returns (federal,
                          state and local) required to be filed and paid all taxes
                          shown thereon to
                          be due, including interest and penalties, or provided adequate
                          reserves
                          for payment thereof in accordance with GAAP other than
                          such taxes that the
                          Guarantor or such Subsidiary is contesting in good faith
                          by appropriate
                          legal proceedings.

                         

                      
	
                                (j)    Investment
                          Company.
                          The
                          Guarantor is not an “investment company” or a company “controlled” by an
                          “investment company” within the meaning of the Investment Company Act of
                          1940, as amended, or an “investment advisor” within the meaning of the
                          Investment Advisers Act of 1940, as amended.

                         

                      
	
                                (k)    No
                          Event of
                          Default.
                          No event has
                          occurred and is continuing that constitutes an Event of
                          Default or that
                          would constitute an Event of Default (including, without
                          limitation, an
                          Event of Default under Section 6.01(s) of the Reimbursement
                          Agreement) but
                          for the requirement that notice be given or time elapse
                          or both.
                          

                         

                      
	
                                (l)    Solvency.
                          (i) The fair
                          saleable value of the Guarantor’s assets will exceed the amount that will
                          be required to be paid on or in respect of the probable
                          liability on its
                          existing debts and other liabilities (including contingent
                          liabilities) as
                          they mature; (ii) the Guarantor’s assets do not constitute unreasonably
                          small capital to carry out its business as now conducted
                          or as proposed to
                          be conducted; (iii) the Guarantor does not intend to incur
                          debts beyond
                          its ability to pay such debts as they mature (taking into
                          account the
                          timing and amounts of cash to be received by it and the
                          amounts to be
                          payable on or in respect of its obligations); and (iv)
                          the Guarantor does
                          not believe that final judgments against it in actions
                          for money damages
                          presently pending will be rendered at a time when, or in
                          an amount such
                          that, it will be unable to satisfy any such judgments promptly
                          in
                          accordance with their terms (taking into account the maximum
                          reasonable
                          amount of such judgments in any such actions and the earliest
                          reasonable
                          time at which such judgments might be rendered). The Guarantor’s cash
                          flow, after taking into account all other anticipated uses
                          of its cash
                          (including the payments on or in respect of debt referred
                          to in clause
                          (iii) above), will at all times be sufficient to pay all
                          such judgments
                          promptly in accordance with their terms.

                         

                      


              

               

              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  H-10

                

              

               

               

              
                	
                                (m)    No
                          Material
                          Misstatements.
                          The reports,
                          financial statements and other written information furnished
                          by or on
                          behalf of the Guarantor to the Administrative Agent or
                          any Bank pursuant
                          to or in connection with the Guaranty and the transactions
                          contemplated
                          hereby do not contain and will not contain, when taken
                          as a whole, any
                          untrue statement of a material fact and do not omit and
                          will not omit,
                          when taken as a whole, to state any fact necessary to make
                          the statements
                          therein, in the light of the circumstances under which
                          they were or will
                          be made, not misleading in any material respect. 

                         

                      


              

            

          

        

      

    

    
       

    

    
      
        
          	
                      SECTION
                    7.  Covenants
                    and Guarantor Defaults.

                   

                
	
                      7.1  Covenants.
                    The
                    Guarantor covenants and agrees that, so long as any part of the
                    Guaranteed
                    Obligations shall remain unpaid, the Letter of Credit issued
                    for the
                    account of the Company shall be outstanding or any Bank shall
                    have any
                    Commitment, the Guarantor will perform and observe, and cause
                    each of its
                    Subsidiaries to perform and observe, all of the terms, covenants
                    and
                    agreements set forth in the Credit Documents on its or their
                    part to be
                    performed or observed or that the Guarantor has agreed to cause
                    the
                    Company or such Subsidiaries to perform or observe. 

                   

                
	
                      7.2  Affirmative
                    Covenants.
                    So long as a
                    drawing is available under the Letter of Credit or any Bank shall
                    have any
                    Commitment under the Reimbursement Agreement or any Credit Party
                    shall
                    have any obligation to pay any amount to any Bank under any Credit
                    Document or the Guarantor shall have any obligations hereunder,
                    the
                    Guarantor will, unless the Required Banks shall otherwise consent
                    in
                    writing:

                   

                
	
                      (a)  Preservation
                    of Corporate Existence, Etc. 
                    Without limiting the right of the Guarantor to merge with or
                    into or
                    consolidate with or into any other corporation or entity in accordance
                    with the provisions of Section 7.4(c) hereof, (i) preserve and
                    maintain
                    its corporate existence in the state of its incorporation and
                    qualify and
                    remain qualified as a foreign corporation in each jurisdiction
                    in which
                    such qualification is reasonably necessary in view of its business
                    and
                    operations or the ownership of its properties and (ii) preserve,
                    renew and
                    keep in full force and effect the rights, privileges and franchises
                    necessary or desirable in the normal conduct of its business.

                   

                


        

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            H-11

          

        

         

         

        
          
            	
                        (b)  Compliance
                      with Laws,
                      Etc.
                      Comply, and
                      cause each of its Subsidiaries to comply, in all material respects
                      with
                      all applicable laws, rules, regulations, and orders of any
                      Governmental
                      Authority, the noncompliance with which would materially and
                      adversely
                      affect the business or condition of the Guarantor and its Subsidiaries,
                      taken as a whole, such compliance to include, without limitation,
                      compliance with the USA Patriot Act (Title III of Pub. L. 107-56
                      (signed
                      into law October 26, 2001)), regulations promulgated by the
                      U.S. Treasury
                      Department Office of Foreign Assets Control, Environmental
                      Laws and ERISA
                      and paying before the same become delinquent all material taxes,
                      assessments and governmental charges imposed upon it or upon
                      its property,
                      except to the extent compliance with any of the foregoing is
                      then being
                      contested in good faith by appropriate legal proceedings.

                     

                  
	
                        (c)  Maintenance
                      of Insurance, Etc.
                      Maintain
                      insurance with responsible and reputable insurance companies
                      or
                      associations or through its own program of self-insurance in
                      such amounts
                      and covering such risks as is usually carried by companies
                      engaged in
                      similar businesses and owning similar properties in the same
                      general areas
                      in which the Guarantor operates and furnish to the Administrative
                      Agent,
                      within a reasonable time after written request therefor, such
                      information
                      as to the insurance carried as any Bank, through the Administrative
                      Agent,
                      may reasonably request.

                     

                  
	
                        (d)  Inspection
                      Rights.
                      At any
                      reasonable time and from time to time as the Administrative
                      Agent or any
                      Bank may reasonably request, permit the Administrative Agent
                      or such Bank
                      or any agents or representatives thereof to examine and make
                      copies of and
                      abstracts from the records and books of account of, and visit
                      the
                      properties of, the Guarantor and any of its Subsidiaries, and
                      to discuss
                      the affairs, finances and accounts of the Guarantor and any
                      of its
                      Subsidiaries with any of their respective officers or directors;
                      provided,
                      however, that the Guarantor reserves the right to restrict
                      access to any
                      of its Subsidiaries’ generating facilities in accordance with reasonably
                      adopted procedures relating to safety and security. The Administrative
                      Agent and each Bank agree to use reasonable efforts to ensure
                      that any
                      information concerning the Guarantor or any of its Subsidiaries
                      obtained
                      by the Administrative Agent or such Bank pursuant to this subsection
                      (d)
                      or subsection (g) that is not contained in a report or other
                      document
                      filed with the Securities and Exchange Commission, distributed
                      by the
                      Guarantor to its security holders or otherwise generally available
                      to the
                      public, will, to the extent permitted by law and except as
                      may be required
                      by valid subpoena or in the normal course of the Administrative
                      Agent’s or
                      such Bank’s business operations be treated confidentially by the
                      Administrative Agent or such Bank, as the case may be, and
                      will not be
                      distributed or otherwise made available by the Administrative
                      Agent or
                      such Bank, as the case may be, to any Person, other than the
                      Administrative Agent’s or such Bank’s employees, authorized agents or
                      representatives (including, without limitation, attorneys and
                      accountants).

                     

                  
	
                        (e)  Keeping
                      of
                      Books.
                      Keep, and
                      cause each Subsidiary to keep, proper books of record and account
                      in which
                      entries shall be made of all financial transactions and the
                      assets and
                      business of the Guarantor and each of its Subsidiaries in accordance
                      with
                      GAAP.

                     

                  
	
                        (f)  Maintenance
                      of
                      Properties.
                      Maintain and
                      preserve, and cause each of its Subsidiaries to maintain and
                      preserve, all
                      of its properties that are used or that are useful in the conduct
                      of its
                      business in good working order and condition, ordinary wear
                      and tear
                      excepted, it being understood that this covenant relates only
                      to the good
                      working order and condition of such properties and shall not
                      be construed
                      as a covenant of the Guarantor or any of its Subsidiaries not
                      to dispose
                      of such properties by sale, lease, transfer or otherwise.

                     

                  


          

           

           

          
            
              
              

            

            
              11

              
                

              

            

            
              H-12

            

          

           

           

          
            
              	
                          (g)  Reporting
                        Requirements.
                        Furnish, or
                        cause to be furnished, to the Administrative Agent, with
                        sufficient copies
                        for each Bank, the following:

                          

                    
	
                              (i)    as
                        soon
                        as available and in any event within 50 days after the close
                        of each of
                        the first three quarters in each fiscal year of the Guarantor,
                        consolidated balance sheets of the Guarantor and its Subsidiaries
                        as at
                        the end of such quarter and consolidated statements of income
                        of the
                        Guarantor and its Subsidiaries for the period commencing
                        at the end of the
                        previous fiscal year and ending with the end of such quarter,
                        fairly
                        presenting the financial condition of the Guarantor and its
                        Subsidiaries
                        as at such date and the results of operations of the Guarantor
                        and its
                        Subsidiaries for such period and setting forth in each case
                        in comparative
                        form the corresponding figures for the corresponding period
                        of the
                        preceding fiscal year, all in reasonable detail and duly
                        certified
                        (subject to year-end audit adjustments) by the chief financial
                        officer,
                        treasurer, assistant treasurer or controller of the Guarantor
                        as having
                        been prepared in accordance with GAAP consistently applied;

                       

                    
	
                              (ii)    as
                        soon
                        as available and in any event within 105 days after the end
                        of each fiscal
                        year of the Guarantor, a copy of the annual report for such
                        year for the
                        Guarantor and its Subsidiaries, containing consolidated and
                        consolidating
                        financial statements of the Guarantor and its Subsidiaries
                        for such year
                        certified in a manner acceptable to the Administrative Agent
                        and the Banks
                        by PricewaterhouseCoopers LLP or other independent public
                        accountants
                        acceptable to the Administrative Agent and the Banks, together
                        with
                        statements of projected financial performance prepared by
                        management for
                        the next fiscal year, in form satisfactory to the Administrative
                        Agent;

                       

                    
	
                              (iii)   concurrently
                        with the delivery of the financial statements specified in
                        clauses (i) and
                        (ii) above a certificate of the chief financial officer,
                        treasurer,
                        assistant treasurer or controller of the Guarantor (A) stating
                        whether he
                        has any knowledge of the occurrence at any time prior to
                        the date of such
                        certificate of an Event of Default not theretofore reported
                        pursuant to
                        the provisions of Section 5.01(g)(i) of the Reimbursement
                        Agreement or of
                        the occurrence at any time prior to such date of any such
                        Event of
                        Default, except Events of Default theretofore reported pursuant
                        to the
                        provisions of Section 5.01(g)(i) of the Reimbursement Agreement
                        and
                        remedied, and, if so, stating the facts with respect thereto,
                        and (B)
                        setting forth in a true and correct manner, the calculation
                        of the ratio
                        contemplated by Section 7.3 hereof, as of the date of the
                        most recent
                        financial statements accompanying such certificate, to show
                        the
                        Guarantor’s compliance with or the status of the financial covenant
                        contained in Section 7.3 hereof;

                       

                    
	
                              (iv)   promptly
                        after the sending or filing thereof, copies of any reports
                        that the
                        Guarantor sends to any of its securityholders, and copies
                        of all reports
                        on Form 10-K, Form 10-Q or Form 8-K that the Guarantor or
                        any of its
                        Subsidiaries files with the Securities and Exchange
                        Commission;

                       

                    


            

             

             

            
              
                
                

              

              
                12

                
                  

                

              

              
                H-13

              

            

             

             

            
              
                	
                              (v)  as
                          soon as possible and in
                          any event (A) within 30 days after the Guarantor or any
                          member of the
                          Controlled Group knows or has reason to know that any Termination
                          Event
                          described in clause (i) of the definition of Termination
                          Event with
                          respect to any Plan has occurred and (B) within 10 days
                          after the
                          Guarantor or any member of the Controlled Group knows or
                          has reason to
                          know that any other Termination Event with respect to any
                          Plan has
                          occurred, a statement of the chief financial officer of
                          the Guarantor
                          describing such Termination Event and the action, if any,
                          that the
                          Guarantor or such member of the Controlled Group, as the
                          case may be,
                          proposes to take with respect thereto;

                         

                      
	
                              (vi)  promptly
                          and in any event
                          within two Business Days after receipt thereof by the Guarantor
                          or any
                          member of the Controlled Group from the PBGC, copies of
                          each notice
                          received by the Guarantor or any such member of the Controlled
                          Group of
                          the PBGC’s intention to terminate any Plan or to have a trustee
                          appointed
                          to administer any Plan;

                         

                      
	
                            
  (vii)  
                           promptly
                          and in any event
                          within 30 days after the filing thereof with the Internal
                          Revenue Service,
                          copies of each Schedule B (Actuarial Information) to the
                          annual report
                          (Form 5500 Series) with respect to each Plan;

                         

                      
	
                            
   (viii)  promptly
                          and in any event
                          within five Business Days after receipt thereof by the
                          Guarantor or any
                          member of the Controlled Group from a Multiemployer Plan
                          sponsor, a copy
                          of each notice received by the Guarantor or any member
                          of the Controlled
                          Group concerning the imposition of withdrawal liability
                          pursuant to
                          Section 4202 of ERISA;

                         

                      
	
                              
(ix)  promptly
                          and in any event
                          within five Business Days after Moody’s or S&P has changed any
                          relevant Reference Rating, notice of such change; and

                         

                      
	
                                (x)  such
                          other
                          information respecting the condition or operations, financial
                          or
                          otherwise, of the Guarantor or any of its Subsidiaries,
                          including, without
                          limitation, copies of all reports and registration statements
                          that the
                          Guarantor or any Subsidiary files with the Securities and
                          Exchange
                          Commission or any national securities exchange, as the
                          Administrative
                          Agent or any Bank (through the Administrative Agent) may
                          from time to time
                          reasonably request.

                         

                      
	
                            (h)  Guarantor
                          Approvals.
                          Maintain all
                          approvals of all Governmental Authorities necessary connection
                          with the
                          execution, delivery or performance by it, or the consummation
                          by it of the
                          transactions contemplated by this Guaranty in full force
                          and effect and
                          comply with all terms and conditions thereof until all
                          Obligations shall
                          have been repaid or paid (as the case may be) and the Stated
                          Expiration
                          Date has occurred.

                         

                      
	
                            7.3.   Financial
                          Covenants of the Guarantor.

                         

                      
	
                            Unless
                          the
                          Required Banks shall otherwise consent in writing, so long
                          as a drawing is
                          available under the Letter of Credit or any Bank shall
                          have any Commitment
                          under the Reimbursement Agreement or any Credit Party shall
                          have any
                          obligation to pay any amount to any Bank hereunder or the
                          Guarantor shall
                          have any obligations hereunder:

                         

                      


              

               

               

              
                
                  
                  

                

                
                  13

                  
                    

                  

                

                
                  H-14

                

              

               

              
                
                  	
                              (a)    Debt
                            to
                            Capitalization Ratio.
                            The
                            Guarantor will maintain a Debt to Capitalization Ratio
                            of no more than
                            0.65 to 1.00 (determined as of the last day of each fiscal
                            quarter)[FirstEnergy: ; provided that the Guarantor shall
                            be required to
                            comply with this financial covenant only so long as the
                            Guarantor’s
                            Applicable Percentage shall be 100%][FES: ; provided
                            that the Guarantor
                            shall be required to comply with this financial covenant
                            only so long as
                            (i) the Guarantor’s Applicable Percentage shall be 100% and (ii) the
                            “Applicable Percentage” of FirstEnergy under (and as defined in) the
                            FirstEnergy Guaranty Agreement shall be 0%].

                           

                        
	
                              7.4.   Negative
                            Covenants of the Guarantor.
                            So long as a
                            drawing is available under the Letter of Credit or any
                            Bank shall have any
                            Commitment under the Reimbursement Agreement or any Credit
                            Party shall
                            have any obligation to pay any amount to any Bank hereunder,
                            the Guarantor
                            will not, without the written consent of the Required
                            Banks:

                           

                        
	
                              (a)   Sales,
                            Etc.
                            (i) Sell,
                            lease, transfer or otherwise dispose of any shares of
                            common stock of any
                            domestic Significant Subsidiary, whether now owned or
                            hereafter acquired
                            by the Guarantor, or permit any Significant Subsidiary
                            to do so or (ii)
                            permit the Guarantor or any Subsidiary to sell, lease,
                            transfer or
                            otherwise dispose of (whether in one transaction or a
                            series of
                            transactions) assets located in The United States of
                            America representing
                            in the aggregate more than 15% (determined at the time
                            of each such
                            transaction) of the value of all of the consolidated
                            fixed assets of the
                            Guarantor, as reported on the most recent consolidated
                            balance sheet of
                            the Guarantor, to any entity other than the Guarantor
                            or any of its wholly
                            owned direct or indirect Subsidiaries or, in the case
                            of The Toledo Edison
                            Company, to Centerior Funding Corporation; provided,
                            however, that this
                            provision shall not restrict the transfer of nuclear
                            and fossil generation
                            assets from Pennsylvania Power Company, Ohio Edison Company,
                            The Cleveland
                            Electric Illuminating Company and The Toledo Edison Company
                            to the Company
                            and FirstEnergy Generation Corp., respectively (the “Generation
                            Transfers”).

                           

                        
	
                              (b)    Liens,
                            Etc.
                            Create or
                            suffer to exist, or permit any Significant Subsidiary
                            to create or suffer
                            to exist, any Lien upon or with respect to any of its
                            properties
                            (including, without limitation, any shares of any class
                            of equity security
                            of any Significant Subsidiary), in each case to secure
                            or provide for the
                            payment of Debt, other than (i) liens consisting of (A)
                            pledges or
                            deposits in the ordinary course of business to secure
                            obligations under
                            worker’s compensation laws or similar legislation, (B) deposits
                            in the
                            ordinary course of business to secure, or in lieu of,
                            surety, appeal, or
                            customs bonds to which the Guarantor or Significant Subsidiary
                            is a party,
                            (C) pledges or deposits in the ordinary course of business
                            to secure
                            performance in connection with bids, tenders or contracts
                            (other than
                            contracts for the payment of money), or (D) materialmen’s, mechanics’,
                            carriers’, workers’, repairmen’s or other like Liens incurred in the
                            ordinary course of business for sums not yet due or currently
                            being
                            contested in good faith by appropriate proceedings diligently
                            conducted,
                            or deposits to obtain in the release of such Liens; (ii)
                            purchase money
                            liens or purchase money security interests upon or in
                            any property
                            acquired or held by the Guarantor or Significant Subsidiary
                            in the
                            ordinary course of business, which secure the purchase
                            price of such
                            property or secure indebtedness incurred solely for the
                            purpose of
                            financing the acquisition of such property; (iii) Liens
                            existing on the
                            property of any Person at the time that such Person becomes
                            a direct or
                            indirect Significant Subsidiary; provided that such Liens
                            were not created
                            to secure the acquisition of such Person; (iv) Liens
                            in existence on the
                            date of this Guaranty; (v) Liens created by any First
                            Mortgage Indenture,
                            so long as (A) under the terms thereof no “event of default” (howsoever
                            designated) in respect of any bonds issued thereunder
                            will be triggered by
                            reference to an Event of Default or Default and (B) no
                            such Liens shall
                            apply to assets acquired from the Guarantor or any Significant
                            Subsidiary
                            if such assets were free of Liens (other than as a result
                            of a release of
                            such Liens in contemplation of such acquisition) immediately
                            prior to any
                            such acquisition; (vi) Liens on assets of American Transmission
                            Systems,
                            Incorporated to secure Debt of American Transmission
                            Systems,
                            Incorporated, provided, however, that the aggregate principal
                            amount of
                            Debt secured by such Liens shall not at any time exceed
                            60% of the
                            depreciated book value of the property subject to such
                            Liens; (vii) Liens
                            securing Stranded Cost Securitization Bonds; (viii) Liens
                            on cash (in an
                            aggregate amount not to exceed $270,000,000) pledged
                            to secure
                            reimbursement obligations for letters of credit issued
                            for the account of
                            Ohio Edison Company; (ix) Liens on assets transferred
                            in the Generation
                            Transfers in favor of the transferor thereof; and (x)
                            Liens created for
                            the sole purpose of extending, renewing or replacing
                            in whole or in part
                            Debt secured by any Lien referred to in the foregoing
                            clauses (i) through
                            (ix); provided, however, that the principal amount of
                            Debt secured thereby
                            shall not exceed the principal amount of Debt so secured
                            at the time of
                            such extension, renewal or replacement, and that such
                            extension, renewal
                            or replacement, as the case may be, shall be limited
                            to all or a part of
                            the property or Debt that secured the Lien so extended,
                            renewed or
                            replaced (and any improvements on such property).

                           

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    14

                    
                      

                    

                  

                  
                    H-15

                  

                

                 

                
                  
                    	
                                (c)    Mergers,
                              Etc.
                              Merge with
                              or into or consolidate with or into any other Person,
                              or permit any of its
                              Subsidiaries to do so unless (i) immediately after
                              giving effect thereto,
                              no event shall occur and be continuing that constitutes
                              an Event of
                              Default, (ii) the consolidation or merger shall not
                              materially and
                              adversely affect the ability of the Guarantor (or its
                              successor by merger
                              or consolidation as contemplated by clause (i) of this
                              subsection (c)) to
                              perform its obligations hereunder, and (iii) in the
                              case of any merger or
                              consolidation to which the Guarantor is a party, the
                              corporation formed by
                              such consolidation or into which the Guarantor shall
                              be merged shall
                              assume the Guarantor’s obligations under this Guaranty to which it is a
                              party in a writing satisfactory in form and substance
                              to the Required
                              Banks.

                             

                          
	
                                (d)    Compliance
                              with ERISA.
                              (i) Enter
                              into any “prohibited transaction” (as defined in Section 4975 of the Code,
                              and in ERISA) involving any Plan that may result in
                              any liability of the
                              Guarantor to any Person that (in the opinion of the
                              Required Banks) is
                              material to the financial position or operations of
                              the Guarantor or (ii)
                              allow or suffer to exist any other event or condition
                              known to the
                              Guarantor that results in any liability of the Guarantor
                              to the PBGC that
                              (in the opinion of the Required Banks) is material
                              to the financial
                              position or operations of the Guarantor. For purposes
                              of this subsection
                              (d), “liability” shall not include termination insurance premiums payable
                              under Section 4007 of ERISA.

                             

                          
	
                                7.5.   Guarantor
                              Defaults.
                              The
                              occurrence of any of the following events (whether
                              voluntary or
                              involuntary) shall be a “Guarantor
                              Event of Default”
                              hereunder:

                             

                          
	
                                (a)    Representations
                              and Warranties.
                              Any
                              representation or warranty made or deemed made by the
                              Guarantor (or any of
                              its officers) in any Credit Document or in connection
                              with any Credit
                              Document shall prove to have been incorrect or misleading
                              in any material
                              respect when made or deemed made; or

                             

                          
	
                                (b)    Covenant
                              Performance.
                              (i) the
                              Guarantor shall fail to perform or observe any covenant
                              set forth in
                              clause (i) of Section 7.2(a), or Section 7.3 or Section
                              7.4 hereof on its
                              part to be performed or observed or (ii) the Guarantor
                              shall fail to
                              perform or observe any other term, covenant or agreement
                              contained in
                              Credit Document on its part to be performed or observed
                              and such failure
                              shall remain unremedied for 30 days after written notice
                              thereof shall
                              have been given to the Guarantor by the Administrative
                              Agent or any Bank;
                              or

                             

                          


                  

                   

                   

                  
                    
                      
                      

                    

                    
                      15

                      
                        

                      

                    

                    
                      H-16

                    

                  

                   

                  
                    
                      	
                                  (c)    Credit
                                Documentation.
                                Any material
                                provision of any Credit Document to which the Guarantor
                                is a party shall
                                at any time and for any reason cease to be valid
                                and binding upon the
                                Guarantor, except pursuant to the terms thereof,
                                or shall be declared to
                                be null and void, or the validity or enforceability
                                thereof shall be
                                contested by the Guarantor or any Governmental Authority,
                                or the Guarantor
                                shall deny that it has any or further liability or
                                obligation under any
                                Credit Document to which it is a party; or

                               

                            
	
                                  (d)    Cross-Default.
                                The
                                Guarantor or any Significant Subsidiary shall fail
                                to pay any principal of
                                or premium or interest on any Debt (other than Debt
                                owed by the Guarantor
                                hereunder) that is outstanding in a principal amount
                                in excess of
                                $50,000,000 in the aggregate when the same becomes
                                due and payable
                                (whether by scheduled maturity, required prepayment,
                                acceleration, demand
                                or otherwise), and such failure shall continue after
                                the applicable grace
                                period, if any, specified in the agreement or instrument
                                relating to such
                                Debt; or any other event shall occur or condition
                                shall exist under any
                                agreement or instrument relating to any such Debt
                                and shall continue after
                                the applicable grace period, if any, specified in
                                such agreement or
                                instrument, if the effect of such event or condition
                                is to accelerate, or
                                to permit the acceleration of, the maturity of such
                                Debt; or any such Debt
                                shall be declared to be due and payable, or required
                                to be prepaid (other
                                than by a regularly scheduled required prepayment),
                                prior to the stated
                                maturity thereof; or

                               

                            
	
                                  (e)    Bankruptcy
                                Matters.
                                The
                                Guarantor or any Significant Subsidiary shall generally
                                not pay its debts
                                as such debts become due, or shall admit in writing
                                its inability to pay
                                its debts generally, or shall make a general assignment
                                for the benefit of
                                creditors; or any proceeding shall be instituted
                                by or against the
                                Guarantor or any Significant Subsidiary seeking to
                                adjudicate it a
                                bankrupt or insolvent, or seeking liquidation, winding
                                up, reorganization,
                                arrangement, adjustment, protection, relief, or composition
                                or arrangement
                                with creditors, a readjustment of its debts, in each
                                case under any law
                                relating to bankruptcy, insolvency or reorganization
                                or relief of debtors,
                                or seeking the entry of an order for relief or the
                                appointment of a
                                receiver, trustee, custodian or other similar official
                                for it or for any
                                substantial part of its property and, in the case
                                of any such proceeding
                                instituted against it (but not instituted or acquiesced
                                in by it), either
                                such proceeding shall remain undismissed or unstayed
                                for a period of 60
                                consecutive days, or any of the actions sought in
                                such proceeding
                                (including, without limitation, the entry of an order
                                for relief against,
                                or the appointment of a receiver, trustee, custodian
                                or other similar
                                official for, it or for any substantial part of its
                                property) shall occur;
                                or the Guarantor or any Significant Subsidiary shall
                                take any corporate
                                action to authorize or to consent to any of the actions
                                set forth above in
                                this subsection (e); or

                               

                            
	
                                  (f)    Judgments.
                                Any judgment
                                or order for the payment of money exceeding any applicable
                                insurance
                                coverage by more than $50,000,000 shall be rendered
                                by a court of final
                                adjudication against the Guarantor or any Significant
                                Subsidiary and
                                either (i) valid enforcement proceedings shall have
                                been commenced by any
                                creditor upon such judgment or order or (ii) there
                                shall be any period of
                                10 consecutive days during which a stay of enforcement
                                of such judgment or
                                order, by reason of a pending appeal or otherwise,
                                shall not be in effect;
                                or

                               

                            


                    

                     

                     

                    
                      
                        
                        

                      

                      
                        16

                        
                          

                        

                      

                      
                        H-17

                      

                    

                     

                    
                      	
                                  (g)    Change
                                of
                                Control.
                                (i)
                                FirstEnergy shall fail to own directly or indirectly
                                100% of the issued
                                and outstanding shares of common stock of each Significant
                                Subsidiary,
                                (ii) any Person or two or more Persons acting in
                                concert shall have
                                acquired beneficial ownership (within the meaning
                                of Rule 13d-3 of the
                                Securities and Exchange Commission under the Securities
                                Exchange Act of
                                1934, as amended), directly or indirectly, of securities
                                of FirstEnergy
                                (or other securities convertible into such securities)
                                representing 30% or
                                more of the combined voting power of all securities
                                of FirstEnergy
                                entitled to vote in the election of directors; (iii)
                                commencing after the
                                date of this Agreement, individuals who as of the
                                date of this Agreement
                                were directors shall have ceased for any reason to
                                constitute a majority
                                of the Board of Directors of FirstEnergy unless the
                                Persons replacing such
                                individuals were nominated by the stockholders or
                                the Board of Directors
                                of FirstEnergy in accordance with FirstEnergy’s Organizational Documents;
                                or (iv) 90 days shall have elapsed after any Person
                                or two or more Persons
                                acting in concert shall have entered into a contract
                                or arrangement that
                                upon consummation will result in its or their acquisition
                                of, or control
                                over, securities of FirstEnergy (or other securities
                                convertible into such
                                securities) representing 30% or more of the combined
                                voting power of all
                                securities of FirstEnergy entitled to vote in the
                                election of
                                directors.

                               

                            


                    

                  

                

              

            

          

        

      

    

     

    

      
        
          	
                      SECTION
                    8.  Amendments,
                    Guaranty Supplements, Etc.

                   

                
	
                      No
                    amendment or
                    waiver of any provision of this Guaranty and no consent to any
                    departure
                    by the Guarantor therefrom shall in any event be effective unless
                    the same
                    shall be in writing and signed by the Administrative Agent, the
                    Company,
                    the Guarantors and the Required Banks, and then such waiver or
                    consent
                    shall be effective only in the specific instance and for the
                    specific
                    purpose for which given; provided, however, that no amendment,
                    waiver or
                    consent shall, unless in writing and signed by all of the Beneficiaries,
                    (a) reduce or limit the obligations of the Guarantor hereunder,
                    release
                    the Guarantor hereunder or otherwise limit the Guarantor’s liability with
                    respect to the Obligations owing to the Beneficiaries under or
                    in respect
                    of the Credit Documents, (b) postpone any date fixed for payment
                    hereunder
                    or (c) change the number of Beneficiaries or the percentage of
                    (x) the
                    Commitments, (y) the aggregate unpaid principal amount of the
                    Tender
                    Advances or (z) the aggregate available amount of the Letter
                    of Credit
                    that, in each case, shall be required for the Beneficiaries or
                    any of them
                    to take any action hereunder; and
                    provided,
                    further, that no amendment, waiver or consent shall, unless in
                    writing and
                    signed by the Administrative Agent in addition to the Banks required
                    above
                    to take such action, affect the rights or duties of the Administrative
                    Agent under this Guaranty; and provided, further, that no amendment,
                    waiver or consent that would adversely affect the rights of,
                    or increase
                    the obligations of, the Fronting Bank, shall be effective unless
                    agreed to
                    in writing by the Fronting Bank; and provided, further, that
                    this Guaranty
                    may be amended and restated without the consent of any Beneficiary
                    if,
                    upon giving effect to such amendment and restatement, such Beneficiary
                    shall no longer be a Beneficiary of this Guaranty (as so amended
                    and
                    restated) or have any obligation hereunder and shall have been
                    paid in
                    full all amounts payable hereunder to such Beneficiary.

                   

                


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            H-18

          

        

         

        
          
            	
                        SECTION
                      9.  Notices,
                      Etc.

                     

                  
	
                        All
                      notices and
                      other communications provided for hereunder shall be in writing
                      (including
                      telegraphic, telecopy or cable communication) and mailed, telegraphed,
                      telecopied, cabled or delivered to it, if to the Guarantor,
                      addressed to
                      it at the Guarantor’s addresses specified in Section 9.02 of the
                      Reimbursement Agreement, if to the Administrative Agent, any
                      Bank or the
                      Fronting Bank, at its address specified in Section 9.02 of
                      the
                      Reimbursement Agreement, or, as to each party, at such other
                      address as
                      shall be designated by such party in a written notice to each
                      other party.
                      All such notices and other communications shall, when mailed,
                      telegraphed,
                      telecopied or cabled, be effective when deposited in the mails,
                      delivered
                      to the telegraph company, telecopied or delivered to the cable
                      company,
                      respectively. Delivery by telecopier of an executed counterpart
                      of a
                      signature page to any amendment or waiver of any provision
                      of this
                      Guaranty or of any guaranty supplement to be executed and delivered
                      hereunder shall be effective as delivery of an original executed
                      counterpart thereof.

                     

                  
	
                        SECTION
                      10.  No Waiver,
                      Remedies.

                     

                  
	
                        No
                      failure on
                      the part of any Beneficiary to exercise, and no delay in exercising,
                      any
                      right hereunder shall operate as a waiver thereof; nor shall
                      any single or
                      partial exercise of any right hereunder preclude any other
                      or further
                      exercise thereof or the exercise of any other right. The remedies
                      herein
                      provided are cumulative and not exclusive of any remedies provided
                      by
                      law.

                     

                  
	
                        SECTION
                      11.  Right of
                      Set-off.

                     

                  
	
                        Upon
                      the
                      occurrence and during the continuance of any Event of Default,
                      each
                      Beneficiary and each of its Affiliates that is acting as the
                      Fronting Bank
                      under the Reimbursement Agreement is hereby authorized at any
                      time and
                      from time to time, to the fullest extent permitted by law,
                      to set off and
                      apply any and all deposits (general or special, time or demand,
                      provisional or final, excluding, however, any payroll accounts
                      maintained
                      by the Guarantor with such Beneficiary if and to the extent
                      that such
                      Beneficiary shall have expressly waived its set-off rights
                      in writing in
                      respect of such payroll account) at any time held and other
                      indebtedness
                      at any time owing by such Beneficiary or such Affiliate to
                      or for the
                      credit or the account of the Guarantor against any and all
                      of the
                      obligations of the Guarantor now or hereafter existing under
                      this
                      Guaranty, irrespective of whether such Beneficiary shall have
                      made any
                      demand under this Guaranty or any other Credit Document and
                      although such
                      obligations may be unmatured. Each Beneficiary agrees promptly
                      to notify
                      the Guarantor after any such set-off and application; provided,
                      however,
                      that the failure to give such notice shall not affect the validity
                      of such
                      set-off and application. The rights of each Beneficiary and
                      its respective
                      Affiliates under this Section are in addition to other rights
                      and remedies
                      (including, without limitation, other rights of set-off) that
                      such
                      Beneficiary and its respective Affiliates may have.

                     

                  
	
                        SECTION
                      12.  Indemnification.

                     

                  
	
                        (a)    Without
                      limitation on any other Guaranteed Obligations of the Guarantor
                      or
                      remedies of the Beneficiaries under this Guaranty, the Guarantor
                      shall, to
                      the fullest extent permitted by law, indemnify, defend and
                      save and hold
                      harmless each Beneficiary and each of its Affiliates and their
                      respective
                      officers, directors, employees, agents and advisors (each,
                      an
                      “Indemnified
                      Party”)
                      from and
                      against, and shall pay on demand, any and all claims, damages,
                      losses,
                      liabilities and expenses (including, without limitation, reasonable
                      fees
                      and expenses of counsel) that may be incurred by or asserted
                      or awarded
                      against any Indemnified Party in connection with or as a result
                      of any
                      failure of any Guaranteed Obligations to be the legal, valid
                      and binding
                      obligations of the Company enforceable against the Company
                      in accordance
                      with their terms.

                     

                  


          

           

           

          
            
              
              

            

            
              18

              
                

              

            

            
              H-19

            

          

           

          
            	
                        (b)    The
                      Guarantor hereby also agrees that none of the Indemnified Parties
                      shall
                      have any liability (whether direct or indirect, in contract,
                      tort or
                      otherwise) to the Guarantor or any of its respective Affiliates
                      or any of
                      their respective officers, directors, employees, agents and
                      advisors, and
                      the Guarantor hereby agrees not to assert any claim against
                      any
                      Indemnified Party on any theory of liability, for special,
                      indirect,
                      consequential or punitive damages in connection with, arising
                      out of, or
                      otherwise relating to this Guaranty, any of the transactions
                      contemplated
                      herein or the actual or proposed use of the Letter of
                      Credit.

                  
	 
	
                        (c)    Without
                      prejudice to the survival of any of the other agreements of
                      the Guarantor
                      under this Guaranty or any of the other Credit Documents, the
                      agreements
                      and obligations of the Guarantor contained in Section 1(a)
                      (with respect
                      to enforcement expenses), the last sentence of Section 2, Section
                      5 and
                      this Section 12 shall survive the payment in full of the Guaranteed
                      Obligations and all of the other amounts payable under this
                      Guaranty.

                     

                  


          

        

      

    

     

    
      
        
          	
                      SECTION
                    13.  Subordination.

                   

                
	
                      If
                    any Default
                    shall have occurred and be continuing, the Guarantor agrees to
                    subordinate
                    any and all debts, liabilities and other obligations owed to
                    the Guarantor
                    by the Company (the “Subordinated
                    Obligations”)
                    to the
                    Guaranteed Obligations to the extent and in the manner hereinafter
                    set
                    forth in this Section 13:

                   

                
	
                      (a)    Prohibited
                    Payments, Etc.
                    Except during
                    the continuance of an Default (including the commencement and
                    continuation
                    of any proceeding under any Bankruptcy Law relating to the Company),
                    the
                    Guarantor may receive regularly scheduled payments from the Company
                    on
                    account of the Subordinated Obligations. After the occurrence
                    and during
                    the continuance of any Default (including the commencement and
                    continuation of any proceeding under any Bankruptcy Law relating
                    to the
                    Company), however, unless the Administrative Agent otherwise
                    agrees, the
                    Guarantor shall not demand, accept or take any action to collect
                    any
                    payment on account of the Subordinated Obligations.

                   

                
	
                      (b)    Prior
                    Payment of Guaranteed Obligations.
                    In any
                    proceeding under any Bankruptcy Law relating to the Company,
                    the Guarantor
                    agrees that the Beneficiaries shall be entitled to receive payment
                    in full
                    in cash of all Guaranteed Obligations (including all interest
                    and expenses
                    accruing after the commencement of a proceeding under any Bankruptcy
                    Law,
                    whether or not constituting an allowed claim in such proceeding
                    (“Post
                    Petition Interest”))
                    before the
                    Guarantor receives payment of any Subordinated Obligations.

                   

                
	
                      (c)    Turn-Over.
                    After the occurrence and during the continuance of any Default
                    (including
                    the commencement and continuation of any proceeding under any
                    Bankruptcy
                    Law relating to the Company), the Guarantor shall, if the Administrative
                    Agent so requests, collect, enforce and receive payments on account
                    of the
                    Subordinated Obligations as trustee for the Beneficiaries and
                    deliver such
                    payments to the Administrative Agent on account of the Guaranteed
                    Obligations (including all Post Petition Interest), together
                    with any
                    necessary endorsements or other instruments of transfer, but
                    without
                    reducing or affecting in any manner the liability of the Guarantor
                    under
                    the other provisions of this Guaranty.

                   

                


        

         

         

        
          
            
            

          

          
            19

            
              

            

          

          
            H-20

          

        

         

         

        
          	
                      (d)    Administrative
                    Agent Authorization. After the occurrence and during the continuance
                    of
                    any Default (including the commencement and continuation of any
                    proceeding
                    under any Bankruptcy Law relating to any other the Company),
                    the
                    Administrative Agent is authorized and empowered (but without
                    any
                    obligation to so do), in its discretion, (i) in the name of the
                    Guarantor,
                    to collect and enforce, and to submit claims in respect of, Subordinated
                    Obligations and to apply any amounts received thereon to the
                    Guaranteed
                    Obligations (including any and all Post Petition Interest), and
                    (ii) to
                    require the Guarantor (A) to collect and enforce, and to submit
                    claims in
                    respect of, Subordinated Obligations and (B) to pay any amounts
                    received
                    on such obligations to the Administrative Agent for application
                    to the
                    Guaranteed Obligations (including any and all Post Petition
                    Interest).

                   

                
	
                      SECTION
                    14.  Continuing
                    Guaranty; Assignments under the Reimbursement
                    Agreement.

                   

                
	
                      This
                    Guaranty
                    is a continuing guaranty and shall (a) remain in full force and
                    effect
                    until the latest of (i) the payment in full in cash of the Guaranteed
                    Obligations and all other amounts payable under this Guaranty,
                    (ii) the
                    Stated Expiration Date, (iii) the latest date of expiration or
                    termination
                    of the Letter of Credit issued for the account of the Company,
                    (b) be
                    binding upon the Guarantor, its successors and assigns and (c)
                    inure to
                    the benefit of and be enforceable by the Beneficiaries and their
                    successors, transferees and assigns. Without limiting the generality
                    of
                    clause (c) of the immediately preceding sentence, any Beneficiary
                    may
                    assign or otherwise transfer all or any portion of its rights
                    and
                    obligations under the Reimbursement Agreement (including, without
                    limitation, all or any portion of its Commitments and the Obligations
                    owing to it) to any other Person, and such other Person shall
                    thereupon
                    become vested with all the benefits in respect thereof granted
                    to such
                    Beneficiary herein or otherwise, in each case as and to the extent
                    provided in Section 9.08 of the Reimbursement Agreement. The
                    Guarantor
                    shall not have the right to assign its rights hereunder or any
                    interest
                    herein without the prior written consent of the
                    Beneficiaries.

                   

                
	
                      SECTION
                    15.  Execution
                    in Counterparts.

                   

                
	
                      This
                    Guaranty
                    and each amendment, waiver and consent with respect hereto may
                    be executed
                    in any number of counterparts and by different parties thereto
                    in separate
                    counterparts, each of which when so executed shall be deemed
                    to be an
                    original and all of which taken together shall constitute one
                    and the same
                    agreement. Delivery of an executed counterpart of a signature
                    page to this
                    Guaranty by telecopier shall be effective as delivery of an original
                    executed counterpart of this Guaranty.

                   

                


        

      

    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        H-21

      

    

     

    

      
        	
                    SECTION
                  16.  Governing
                  Law; Jurisdiction; Waiver of Jury Trial, Etc.

                 

              
	
                    (a)    THIS
                  GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
                  THE LAWS
                  OF THE STATE OF NEW YORK.

                 

              
	
                    (b)    To
                  the
                  fullest extent permitted by law, the Guarantor hereby irrevocably
                  and
                  unconditionally (i) submits, for itself and its property, to the
                  nonexclusive jurisdiction of any New York State court or Federal
                  court of
                  the United States of America sitting in New York City, and any
                  appellate
                  court from any thereof, in any action or proceeding arising out
                  of or
                  relating to this Guaranty or any of the other Credit Documents
                  to which it
                  is or is to be a party, and (ii) agrees that all claims in respect
                  of any
                  such action or proceeding may be heard and determined in such New
                  York
                  State court or, in such Federal court. The Guarantor agrees, to
                  the
                  fullest extent permitted by law, that a final judgment in any such
                  action
                  or proceeding shall be conclusive and may be enforced in other
                  jurisdictions by suit on the judgment or in any other manner provided
                  by
                  law. 

                 

              
	
                    (c)    The
                  Guarantor hereby irrevocably and unconditionally waives, to the
                  fullest
                  extent permitted by law, any objection that it may now or hereafter
                  have
                  to the laying of venue of any suit, action or proceeding arising
                  out of or
                  relating to this Guaranty or any of the other Credit Documents
                  to which it
                  is or is to be a party in any New York State or federal court.
                  The
                  Guarantor hereby irrevocably waives, to the fullest extent permitted
                  by
                  law, the defense of an inconvenient forum to the maintenance of
                  such suit,
                  action or proceeding in any such court. The Guarantor also, irrevocably
                  consents, to the fullest extent permitted by law, to the service
                  of any
                  and all process in any such action or proceeding by the mailing
                  of
                  certified mail of copies of such process to the Guarantor at its
                  address
                  specified in Section 9.

                 

              
	
                    (d)    THE
                  GUARANTOR AND EACH BENEFICIARY HEREBY WAIVES ALL RIGHT TO TRIAL
                  BY JURY IN
                  ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
                  TO THIS
                  GUARANTY, ANY OTHER CREDIT DOCUMENT, OR ANY OTHER INSTRUMENT OR
                  DOCUMENT
                  DELIVERED HEREUNDER OR THEREUNDER.

                 

              


      

    

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    

      
        	
                    IN
                  WITNESS
                  WHEREOF, the Guarantor has caused this Guaranty to be duly executed
                  and
                  delivered by its officer thereunto duly authorized as of the date
                  first
                  above written.

                 

              


      

    

     

     

    
      
        	 	 	 
	 	
                [FIRSTENERGY
                  CORP.]

                [FIRSTENERGY
                  SOLUTIONS CORP.]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name
	 	Title 


      



    
      
        
        

      

      
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