Unassociated Document


    Exhibit
10.2

    


    


    


    


    Third
Restated Partial

    Requirements
Agreement

    


    


    This THIRD RESTATED
PARTIAL REQUIREMENTS AGREEMENT (this "Agreement"), dated as
of November 1, 2008, is entered into among Metropolitan Edison Company, a
Pennsylvania corporation ("MetEd"), Pennsylvania
Electric Company, a Pennsylvania corporation ("Penelec"), on behalf
of itself and The Waverly Electric Power and Light Company, a New York
corporation ("Waverly," and
together with MetEd and Penelec, "Buyers"), and
FirstEnergy Solutions Corp., an Ohio corporation (“Seller”), all of
which are wholly owned subsidiaries of FirstEnergy Corp., an Ohio
corporation.  The Buyers and Seller may individually be referred to as
a “Party” or
collectively as “Parties” in this
Agreement.

    


    WHEREAS, Buyers are
electric distribution companies with an obligation to serve retail customers
under New York and Pennsylvania law (hereinafter “Provider of Last Resort
Obligation”);

    


    WHEREAS, Seller is
authorized to sell wholesale capacity, energy, and ancillary services to Buyers
under First Revised Service Agreements Nos. 1 and 2, effective June 1, 2002
("Service
Agreements"), pursuant to Seller's FERC Electric Tariff, Original Volume
No. 1, and is authorized under the Service Agreements to require a "Confirmation
Letter" to document transactions thereunder;

    


    WHEREAS, Buyers
currently obtain from Seller some or all of the wholesale capacity and energy
(such resources, the "Resources") necessary
to satisfy their retail Provider of Last Resort Obligation;

    


    WHEREAS, the Parties
previously entered into a Second Restated Partial Requirements Agreement, dated
January 1, 2007, among the Parties (as amended, modified or supplemented prior
to the date hereof, the "Requirements
Agreement");

    


    WHEREAS, in lieu of
giving notice of termination of the Requirements Agreement, the Seller agrees to
amend and restate the Requirements Agreement to limit the Resources that Seller
is obligated to sell to Buyers, and that Buyers are able to purchase from
Seller, beginning with November 1, 2008, to budgeted capacity and energy levels,
and to clarify existing terms and conditions in the Requirements Agreement;
and

    


    WHEREAS, the
Requirements Agreement is a "Confirmation Letter" as such term is used in the
Service Agreements, and the Parties desire to amend and restate their
obligations under the Requirements Agreement by entering this Agreement, which
also constitutes a "Confirmation Letter" as such term is used in the Service
Agreements.

    


    NOW THEREFORE, in
consideration of the mutual agreements, covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
Buyers and Seller hereby agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    1.  Purchase.  Buyers
agree to purchase Resources from Seller (such Resources, "Seller Resources") to
satisfy their Provider of Last Resort Obligation to the extent that Buyers have
a need for Resources in excess of Resources otherwise committed or available to
satisfy such obligation (such committed or available Resources, "Committed
Resources"); provided, that for
the period beginning on November 1, 2008 and ending on December 31, 2008, such
Seller Resources shall not exceed 2,726 megawatts-per-hour in any hour,
2,300,000 megawatt-hours in any calendar month or 3,432 megawatts of capacity in
any calendar month (collectively, the "Temporary Budgeted
Amounts"); provided further,
that as of January 1, 2009, such Seller Resources shall not exceed 3761
megawatts-per-hour in any hour, 19,400,000 megawatt-hours in any calendar year
or 3544 megawatts of capacity in any calendar year (collectively, the "Budgeted
Amounts").  For purposes of this Agreement, but except as
provided by Section 4(b),
Committed Resources include, but are not limited to, Resources produced by or
pursuant to non-utility generation under contract to Buyers ("NUG Generation"),
Buyer-owned generating facilities, existing or new purchased power contracts
with persons other than Seller (including capacity, energy and related services
obtained by Seller as agent for Buyers), and distributed
generation.  For the avoidance of doubt, but except for any off-peak
energy supplied pursuant to Section
2, Seller is not a residual supplier to Buyers for capacity and
energy that exceed the Temporary Budgeted Amounts or Budgeted Amounts (as
applicable), and is not required to supply Buyers with more Resources than the
Temporary Budgeted Amounts or Budgeted Amounts (as applicable) to cover
shortfalls in Buyers' Committed Resources that occur for any
reason.

    


    2.  Call Option for Off-Peak
Power.  Simultaneously with the execution and delivery of this
Agreement, Seller and each Buyer shall execute and deliver a call option for the
purchase of off-peak energy on the terms and conditions, and in the form, of the
applicable form confirmations attached hereto as Exhibit
A.  Each Buyer may exercise its call option only in the event
of a permanent failure to supply Buyers’ purchases, by Constellation Power
Source, Inc. or its assignees or successors (collectively, “CPS”), and any energy
purchased pursuant to such call options may be used only to replace an
equivalent amount of interrupted off-peak energy that would have been provided
by CPS in the absence of its permanent failure to supply Buyers’
purchases.

    


    3.  Agency.  Buyers
may authorize Seller to act as agent for Buyers in obtaining capacity, energy
and related services on Buyers' behalf when the Parties agree that such
capacity, energy and related services are reasonable and
economic.  Buyers shall authorize Seller to act as agent by giving
Notice to Seller of such authorization, including its scope and
duration.

    


    4.  Sale.

    


                          (a)           Seller
agrees to supply Resources not to exceed the lesser of (i) the total Resources
required to meet the Buyers’ Provider of Last Resort Obligation, less any
Committed Resources used to satisfy such Provider of Last Resort Obligation, or
(ii) the Temporary Budgeted Amounts or Budgeted Amounts (as applicable) and
any off-peak energy supplied pursuant to Section 2, in either
case on the terms and conditions set forth in this Agreement, and will comply
with all requirements of the Federal Energy Regulatory Commission ("FERC"), the New York
Public Service Commission and the Pennsylvania Public Utility Commission and
with the applicable requirements of PJM Interconnection, LLC ("PJM") in supplying
Seller Resources.

    


                          (b)           If
a Buyer gives Notice to Seller that the Buyer intends to sell NUG Generation to
third parties other than pursuant to the Buyer's Provider of Last Resort
Obligation (such sales, "NUG Sales") at least
10 business days prior to the first such NUG Sale and if Seller does not object
in writing to such NUG Sales within 5 business days of receiving the Buyer's
Notice, (i) the Buyer may engage in the NUG Sales described in the Buyer's
Notice; and (ii) such NUG Sales shall be excluded from the calculation of
Committed Resources used to satisfy the Buyer's Provider of Last Resort
Obligation, and Seller shall provide replacement energy required by the Buyer;
provided, that
Seller shall not be responsible for supplying capacity or capacity credits to
replace any capacity or capacity credits sold by the Buyer as part of its NUG
Sales.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    5.  Forecast of Provider of Last
Resort Obligation and Committed Resources.  No later than sixty
days prior to the beginning of any calendar year, Buyers shall provide Seller a
forecast (“Annual
Forecast”) of the Resources necessary to satisfy their Provider of Last
Resort Obligation, the Seller Resources to be purchased (which, for the
avoidance of doubt, shall not exceed the Temporary Budgeted Amounts or Budgeted
Amounts, as applicable, except for any off-peak energy supplied pursuant to
Section 2), and
their Committed Resources for that calendar year.  The Annual Forecast
will be provided in the format and detail agreed upon by the
Parties.  Buyers will update the Annual Forecast no less frequently
than monthly for known changes, including but not limited to the changes
described in Section
4(b).

    


    6.  (a)           
Delivery
Points.  Seller shall inform Buyers telephonically by 8:00 A.M.
East Coast time each day on which Seller Resources are scheduled to be sold to
Buyers within the following twenty-four (24) hour period of the points at which
Seller shall deliver Seller Resources to Buyers (such points, the "Delivery
Points").

    


                            
(b)            
Transfer of Title;
Transmission and Scheduling.  Title and risk of loss for Seller
Resources shall pass to Buyers at the Delivery Points.  Seller shall
sell and deliver, or cause to be delivered, and Buyers shall purchase and
receive, or cause to be received, Seller Resources at the Delivery
Points.  Seller shall be responsible for any costs or charges imposed
on or associated with Seller Resources or their delivery up to the Delivery
Points, including any costs or charges associated with transmission service or
scheduling services.  Buyers shall be responsible for any costs or
charges imposed on or associated with Seller Resources or their receipt at and
from the Delivery Points, including any costs or charges associated with
transmission service or scheduling services.

    


    7.  Price for Provider of Last
Resort Service.

    


               (a)           Direct
Sales.  MetEd and Penelec shall pay Seller $41.65 and $41.41
per megawatt-hour, respectively, for all Seller Resources.  The
Parties will agree upon a transfer date for the funds remitted to Seller that
will be no less frequently than monthly.

    


               (b)           Procurement as
Agent.  Buyers shall reimburse Seller for all costs, charges
and fees Seller incurs in procuring Committed Resources on Buyers' behalf under
Section 3 of
this Agreement.  For the avoidance of doubt, Seller shall not charge
Buyers any mark-up, profit fee, or commission for Seller's services in procuring
Committed Resources pursuant to Section 3 of this
Agreement.

    


    8.  Other Services Provided by
Seller.  Subject to receiving any necessary approvals or
waivers from FERC, (a) Seller may provide Buyers technical advice and assistance
and other services as may be reasonably necessary to assist Seller in minimizing
its costs of providing Seller Resources, such services including but not limited
to price forecasting, risk management advice, management of congestion costs and
related services, and (b) Buyers shall provide Seller with data necessary to
perform such services.  No fee or charges in addition to those imposed
by other terms of this Agreement shall be imposed for services provided by
Seller pursuant to this Section
8.

    


    9.  Effective Date and
Term.  This Agreement shall be effective November 1, 2008 and
will remain in effect until December 31, 2009.  This initial term will
be automatically extended for successive periods of one year unless any Party
gives sixty days' notice of termination to the other Parties prior to the end of
the calendar year then in effect.  Unless otherwise agreed by the
Parties, such termination shall not affect or excuse the performance of
transactions entered into on behalf of either Party prior to notice of
termination.  This Agreement shall remain in effect until both Parties
have fully performed their obligations under said transactions.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    10.  Regulatory Out
Termination.  In the event that a Party’s obligations under
this Agreement are materially and adversely affected by a change in law, rule,
regulation, or other action by a governmental authority or regulatory agency,
the adversely affected Party may terminate this Agreement upon sixty days'
written notice to the other Party.

    


    11.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
the choice of law rules thereof.

    


    12.  Execution in Counterparts;
Facsimile Signatures. This Agreement may be
executed in multiple counterparts, each of which shall be considered an original
instrument, but all of which shall be considered one and the same agreement, and
shall become binding when all counterparts have been signed by each of the
Parties and delivered to each Party hereto.  Delivery of an executed
signature page counterpart by telecopies or e-mail shall be as effective as
delivery of a manually executed counterpart.

    


    13.  Representation and
Warranties. Each Party represents
and warrants that it has full authority and right to enter into this
Agreement.

    


    14.  Effect of
Agreement.  This Agreement supersedes and replaces all prior
agreements among the Parties with respect to the subject matter hereof,
including the Requirements Agreement, that certain Restated Partial Requirements
Agreement dated January 1, 2003 among the Parties, that certain Notice of
Termination Tolling Agreement dated November 1, 2005 among the Parties, and that
certain Notice of Termination Tolling Agreement dated April 7, 2006 among the
Parties.

    


    15.  Notice.  All
notices and other communications under this Agreement ("Notices") shall be in
writing and shall be deemed duly given (a) when delivered personally or by
prepaid overnight courier, with a record of receipt, (b) the fourth day after
mailing if mailed by certified mail, return receipt requested, or (c) the day of
transmission, if sent by facsimile, telecopy or e-mail (with a copy promptly
sent by prepaid overnight courier with record of receipt or by certified mail,
return receipt requested), to the Parties at the following addresses or telecopy
numbers (or to such other address or telecopy number as a Party may have
specified by notice given to the other Parties pursuant to this
provision):

    


    If
to Buyers:

    


    Dean W.
Stathis

    2800 Pottsville
Pike

    P.O. Box
16001

    Reading,
PA 19612

    Email:                 dstathis@firstenergycorp.com

    Tel.
No.:             
(610) 921-6766

    Fax
No.:              (610)
939-8542

    


    with copies (which
shall not constitute Notice) to:

    


    Linda R. Evers,
Esq.

    2800 Pottsville
Pike

    P.O. Box
16001

    Reading,
PA 19612

    Email:                 levers@firstenergycorp.com

    Tel.
No.:              (610)
921-6658

    Fax
No.:              (610)
939-8655

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    If
to Seller:

    


    FirstEnergy
Solutions Corp.

    341
White Pond Dr.

    Akron,
OH  44320

    Attention:  Lisa
Medas

    Email:                 lamedas@fes.com

    Tel.
No.:             
(330) 315-6848

    Fax
No.:              (330)
315-7266

    


    with a copy (which
shall not constitute Notice) to:

    


    Michael Beiting,
Esq.

    FirstEnergy
Corp.

    76
South Main Street

    Akron,
OH 44308

    Email:                 beitingm@firstenergycorp.com

    Tel.
No.:              (330)
384-5795

    Fax
No.:              (330)
384-3875

    


    


    [Signature pages
follow]


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


               IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the duly
authorized officers of the Parties as of the date first above
written.

    


    


    FirstEnergy Solutions
Corp.

    


    


    By:           /s/ Ali
Jamshidi

    
      	 	
              Name:  Ali
      Jamshidi

            


    

    
      	 	
              Title:  Vice
      President

            


    

    



    
      
        
          [Signature
Page to Third Restated

          Partial
Requirements Agreement]

          


        

         


      

      
        6

        
          

        

      

      
         


      

    


    


               IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the duly
authorized officers of the Parties as of the date first above
written.

    


    


    Metropolitan
Edison Company

    Pennsylvania
Electric Company

    The
Waverly Electric Power and Light Company

    


    


    By:           /s/ Richard R.
Grigg

    
      	
               
      

            	
              Name:  Richard
      R. Grigg

            


    

    
      	
               
      

            	
              Title:  President

            


    

    


    



    
      
        
          [Signature
Page to Third Restated

          Partial
Requirements Agreement]

          


        

         


      

      
        7

        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    FORMS
OF CALL OPTION CONFIRMATION

    


    [Attached]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    




    
      	
              Date: 

            	
              October 31,
      2008

            


    

     

    
      
        	From:                         
      

                Attn:                           

                Tel:                             

                Fax:                           

              	FirstEnergy Solutions
      Corp. 

                Contract
      Administration

                (234)
      466-1840

                (330)
      315-7316

              
	 	 
	To:                                
      

                Attn: 

                Title:

                Tel:

                Fax:

              	
                Metropolitan
      Edison Company

                Dean
      W.Stathis

                Director,
      Regulated Commodity Sourcing

                (610)
      921-6766

                (610)
      939-8542

              
	 	 
	Re:	Electricity
      Transaction 


      

       

    

    Dear
Dean:

    


               The
purpose of this communication (this “Confirmation”) is to confirm the terms and
conditions of the transaction (the “Transaction”) entered into between
Metropolitan Edison Company and FirstEnergy Solutions Corp on the Trade Date
specified below.

    


    
      	
              Economic
      Terms.  

            	
              The terms of
      the particular Transaction to which this Confirmation relates are as
      follows:

            


    

    


    
      	
              Trade
      Date:  

            	
              October 31,
      2008

            


    

    


    
      	
              Option
      Buyer: 

            	
              Metropolitan
      Edison Company

            


    

    


    
      	
              Option
      Seller:

            	
              FirstEnergy
      Solutions Corp.

            


    

    


    
      	
              Product: 

            	
              Firm LD
      Energy

            


    

    


    
      	
              Quantity: 

            	
              650 MW per
      hour

            


    

    


    
      	
              Total
      Quantity:  

            	
              up to
      3,031,600 MWh total in any calendar
year

            


    

    


    
      	
              Delivery
      Point:

            	
              Seller shall
      inform Buyer telephonically by 8:00 A.M. East Coast time each day on which
      Seller Resources are scheduled to be sold to Buyers within the following
      twenty-four (24) hour period of the points at which Seller shall deliver
      Seller Resources to Buyers (such points, the "Delivery
      Points").   

            


    

    


    
      	
              PRA Contract

            	
              The Third Restated Partial Requirements Contract dated as of November 1,
      2008 among Seller, Buyer and Pennsylvania Electric Company, a Pennsylvania
      corporation, on behalf of itself and The Waverly Electric Power and Light
      Company, a New York
corporation

            


    

    


    
      	
              Term:

            	
              From November
      01, 2008 to and including the earlier of (a)
      the termination of the PRA Contract and (b) December 31,
      2009

            


    

    


    


    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              Delivery
      Period:

            	
              Hour Ending
      (HE) 0100 through (HE) 0700  and Hour Ending (HE) 2300 through
      (HE) 2400 Monday through Friday, Hour Ending (HE) 0100 through (HE) 2400
      Saturday, Sunday and NERC Holidays, Eastern Prevailing Time
      (EPT)

            


    

    


    
      	
              Strike
      Price: 

            	
              USD 41.65 per
      MWh

            


    

    


    
      	
              Exercise
      Period:

            	
              If exercising the option, Buyer will contact Seller
      before 10:00 AM EPT 1
      business day prior to the start of
      the delivery
      period.  Once this option
      is exercised, delivery will continue
      through the end of the Term.

            


    

    
    

    
    

    


    
      	
              Scheduling: 

            	
              All scheduling
      will be completed on or before the time specified in the
      applicable tariff.

            


    

    
    

    


    
      	
              Special
      Conditions:

            	
              The Buyer
      agrees to only exercise this option upon permanent failure to supply by
      Buyer's third party supplier,
      Constellation Power Source Inc.  This option can only be exercised up to the
      amount of the unsupplied energy as a result of the failure to supply or
      the maximum hourly Quantity whichever is
less.

            


    

    


    


    Please confirm your
agreement with the foregoing by executing this Confirmation and returning such
Confirmation, in its entirety, to us at facsimile number

    (330) 315-7316,
Attention:  Credit Risk.

    


    


    Yours
sincerely,                                                                                       
      Accepted and agreed to:

    FirstEnergy
Solutions
Corp.                                                                         Metropolitan
Edison Company

    


    


    


    By:  /s/ Ali
Jamshidi                                                                                      
  By:  /s/ Dean W. Stathis

     

    Name:  Ali
Jamshidi                                                                                      Name: 
Dean W. Stathis

    


    Title:  Vice
President                                                                                
     Title:   Director, Regulated
Commodity
Sourcing

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    



    
      	
              Date: 

            	
              October 31,
      2008

            


    

     

    
      	From:                         
      

              Attn:                           

              Tel:                             

              Fax:                           

            	FirstEnergy Solutions
      Corp. 

              Contract
      Administration

              (234)
      466-1840

              (330)
      315-7316

            
	 	 
	To:                                
      

              Attn: 

              Title:

              Tel:

              Fax:

            	Pennsylvania
      Electric Company 

              Dean
      W.Stathis

              Director,
      Regulated Commodity Sourcing

              (610)
      921-6766

              (610)
      939-8542

            
	 	 
	Re:	Electricity
      Transaction 


    

     

    Dear
Dean:

    


               The
purpose of this communication (this “Confirmation”) is to confirm the terms and
conditions of the transaction (the “Transaction”) entered into between
Pennsylvania Electric Company and FirstEnergy Solutions Corp on the Trade Date
specified below.

    


    
      	
              Economic
      Terms. 

            	
              The terms of
      the particular Transaction to which this Confirmation relates are as
      follows:

            


    

    


    
      	
              Trade
      Date: 

            	
              October 31,
      2008

            


    

    


    
      	
              Option
      Buyer:

            	
              Pennsylvania
      Electric Company, a Pennsylvania corporation, on
      behalf of itself and The Waverly Electric Power and Light Company, a New
      York corporation

            


    

    


    
      	
              Option
      Seller: 

            	
              FirstEnergy
      Solutions Corp.

            


    

    


    
      	
              Product: 

            	
              Firm LD
      Energy

            


    

    


    
      	
              Quantity: 

            	
              650 MW per
      hour

            


    

    


    
      	
              Total
      Quantity: 

            	
              up to
      3,031,600 MWh total in any calendar
year

            


    

    


    
      	
              Delivery
      Point:

            	
              Seller shall
      inform Buyer telephonically by 8:00 A.M. East Coast time each day on which
      Seller Resources are scheduled to be sold to Buyers within the following
      twenty-four (24) hour period of the points at which Seller shall deliver
      Seller Resources to Buyers (such points, the "Delivery
      Points").

            


    

    


    
      	
              PRA Contract

            	
              The Third Restated Partial Requirements Contract
      dated as of November 1, 2008 among Seller, Buyer and Metropolitan Edison Company, a
      Pennsylvania corporation.

            


    

    


    
      	
              Term:

            	
              From November
      01, 2008 to and including the earlier of (a)
      the termination of the PRA Contract and (b) December 31,
      2009.

            


    

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              Delivery
      Period:

            	
              Hour Ending
      (HE) 0100 through (HE) 0700  and Hour Ending (HE) 2300 through
      (HE) 2400 Monday through Friday, Hour Ending (HE) 0100 through (HE) 2400
      Saturday, Sunday and NERC Holidays, Eastern Prevailing Time
      (EPT)

            


    

     

    Strike
Price:                USD
41.41 per MWh

    


    
      	
              Exercise
      Period:

            	
              If exercising the option, Buyer will contact Seller before
      10:00 AM EPT 1 business day prior to
      the start of the delivery period. Once this option is exercised delivery will continue through
      the end of the Term.

            


    

    


    
      	
              Scheduling:

            	
              All scheduling
      will be completed on or before the time specified in the applicable
      tariff.

            


    

    


    
      	
              Special
      Conditions:

            	
              The Buyer
      agrees to only exercise this option upon permanent failure to supply by
      Buyer’s third party supplier,
      Constellation Power Source Inc. This
      option can only be exercised
      up to the amount of the unsupplied energy as a result of the failure to
      supply or the maximum hourly Quantity whichever is
  less.

            


    

    


    


    Please confirm your
agreement with the foregoing by executing this Confirmation and returning such
Confirmation, in its entirety, to us at facsimile number (330) 315-7316,
Attention:  Credit Risk.

    


    


    Yours
sincerely,                                                                                                   Accepted
and agreed to:

    FirstEnergy
Solutions
Corp.                                                                              Pennsylvania
Electric Company

    


    


    


    By:
  /s/ Ali
Jamshidi                                                                                             
By: /s/ Dean
W. Stathis

    


    Name:  Ali
Jamshidi                                                                                           
Name: Dean W. Stathis

    


    Title: 
 Vice
President                                                                                        
  Title:  Director, Regulated
Commodity
Sourcing

    


     

    
 

    
      
        
        

      

      
        12