exhibit4_1.htm


     

    
      EXHIBIT
4.1

    

    
 

    
      
        

      




    THIRD
SUPPLEMENTAL INDENTURE

    


    __________

    


    


    FIRSTENERGY
NUCLEAR GENERATION CORP.

    


    


    TO

    


    


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

    as
Trustee

    


    __________

    


    Dated
as of December 1, 2009

    


    __________

    


    Providing
among other things for

    


    First
Mortgage Bonds, Collateral Series K of 2009 due 2012

    


    _________

    


    Supplemental
to Open-End Mortgage, General Mortgage

    Indenture
and Deed of Trust, Dated as of June 1, 2009

     

     

     

      
        

      

    

    
      


      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    W
I T N E S S E T H:

     

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

     

    WHEREAS, the Company has
heretofore executed and delivered to the Trustee, a First Supplemental Indenture
dated as of June 15, 2009 (the “First
Supplemental Indenture”) and a Second Supplemental Indenture dated as of
June 30, 2009 (the “Second
Supplemental Indenture”), and the Original Indenture, as supplemented by
the aforementioned First Supplemental Indenture, Second Supplemental Indenture
and this Supplemental Indenture and any other indentures supplemental to the
Original Indenture are herein collectively called the “Indenture”;
and

     

    WHEREAS, the Company, by
appropriate corporate action in conformity with the terms of the Indenture, has
duly determined to create a new series of Bonds under the Indenture, consisting
of $99,876,000 in aggregate principal amount to be designated as “First Mortgage
Bonds, Collateral Series K of 2009 due 2012” (hereinafter referred to as the
“bonds of
December 2009 Series”), which shall bear interest at the rate per annum
set forth in, shall be subject to certain redemption rights and obligations set
forth in, and will otherwise be in the form and have the terms and provisions
provided for in this Supplemental Indenture; and

     

    WHEREAS, the bonds of December
2009 Series and the Trustee’s certificate of authentication to be endorsed
thereon shall be substantially in the form included in Exhibit A hereto;
and

     

    WHEREAS, the Company deems it
advisable to enter into this Supplemental Indenture for the purposes of
establishing the form, terms and provisions of the bonds of December 2009
Series, as provided and contemplated by Sections 2.01(a) and 3.01(b) of the
Indenture, and the Company has requested and hereby requests the Trustee to join
in the execution of this
Supplemental Indenture; and

     

    WHEREAS, it is provided in the
Indenture, among other things, that the Company shall execute and file with the
Trustee and the Trustee, at the request of the Company, when required by the
Indenture, shall join in the execution of indentures supplemental thereto, and
which


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    thereafter shall
form a part thereof, for the purpose, among others, of providing for the
creation of any series of Bonds and specifying the form and provisions of the
Bonds of such series; and

    


    WHEREAS, all acts and things
have been done and performed which are necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed;
and the execution and delivery of this Supplemental Indenture have been in all
respects duly authorized.

     

    NOW THEREFORE, in
consideration of the premises and in further consideration of the sum of One
Dollar in lawful money of the United States of America paid to the Company by
the Trustee at or before the execution and delivery of this Supplemental
Indenture, the receipt whereof is hereby acknowledged, and of other good and
valuable consideration, it is agreed by and between the Company and the Trustee
as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    SECTION
1.01                   Terms Incorporated by
Reference.

     

    Except for the terms
defined in this Supplemental Indenture, all capitalized terms used in this
Supplemental Indenture have the respective meanings set forth in the Original
Indenture.

     

    SECTION
1.02                    Additional
Definitions.

     

    “Bank”
means The Bank of Nova Scotia and includes its successors and permitted
assigns.

     

    “BCIDA”
means the Beaver County Industrial Development Authority.

     

    “BCIDA 2008-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of June 6, 2008 (as amended, restated,
supplemented or otherwise modified from time to time), between the Company and
the Bank pursuant to which a letter of credit was issued by the Bank in favor of
the BCIDA 2008-A Revenue Bond Trustee.

     

    “BCIDA 2008-A
Revenue Bond Indenture” means the Trust Indenture dated as of June 1,
2008, between the BCIDA and the BCIDA 2008-A Revenue Bond Trustee, securing the
BCIDA 2008-A Revenue Bonds issued for the benefit of the Company.

     

    “BCIDA 2008-A
Revenue Bond Trustee” means The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee
under the BCIDA 2008-A Revenue Bond Indenture.

     

    “BCIDA 2008-A
Revenue Bonds” means the $98,900,000 aggregate principal amount of Beaver
County Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy
Nuclear Generation Corp. Project) issued by the BCIDA.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     “Interest Payment
Date” shall have the meaning assigned to such term in the form of bond of
December 2009 Series.

     

    The terms “Available
Amount,” “Bank
Assignee,” “Cancellation
Date,” “Fee
Letter,” “Letter of
Credit,” “Obligations”
and “Reimbursement
Obligation,”  shall
have the respective meanings assigned to those terms in the BCIDA 2008-A
Reimbursement Agreement.

     

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

     

    ARTICLE
II

     

    BONDS

     

    SECTION
2.01.  Designation
and Issuance of Bonds.  (a) The bonds of December 2009 Series shall be
designated, as hereinbefore recited, as the Company’s “First Mortgage Bonds,
Collateral Series K of
2009 due 2012” and, subject to the provisions of the Indenture, shall be limited
to the aggregate principal amount of Ninety-Nine Million Eight Hundred
Seventy-Six Thousand Dollars ($99,876,000).  The bonds of December 2009 Series are to
be issued and secured by the Lien of the Indenture.

     

    SECTION
2.02.  Form, Date,
Maturity Date, Interest Rate and Interest Payment Dates of
Bonds.  (a)  The definitive bonds of December 2009
Series shall be in engraved, lithographed, printed or typewritten form and shall
be registered bonds without coupons, and such bonds and the Trustee’s
certificate of authentication to be endorsed thereon shall be substantially in
the form included in Exhibit A hereto.  The bonds of December 2009
Series shall be dated as provided in Section 3.03 of the Indenture.

     

    (b)           The
bonds of December 2009
Series shall bear interest as provided in the form of the bond of
December 2009 Series, and such provisions are incorporated at this place as
though set forth in their entirety.  The interest rate and maturity
date of the bonds of December 2009 Series shall be as set forth in the form of
the bond of December 2009 Series.

     

    (c)           The
interest on the bonds of December 2009 Series so
payable on any Interest Payment Date shall, subject to the exceptions provided
in Section 3.07 of the Indenture, and to the provisions of Section 2.04 of this
Supplemental Indenture, be paid to the person in whose name such Bond is
registered on such Interest Payment Date.

     

    SECTION
2.03.  Bonds Issued
as Collateral Security.  The bonds of December 2009 Series shall be
issued, delivered, and pledged to, and registered in the name of, the Bank under
the BCIDA 2008-A Reimbursement Agreement in order to secure and provide for, and
as collateral security for, the due and punctual payment of the Reimbursement
Obligations arising thereunder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
2.04.  Credit for
Payments under the BCIDA 2008-A Reimbursement Agreement.  (a)
Any payment made in respect of the Company’s obligations under the BCIDA 2008-A
Reimbursement Agreement with respect to the payment of (i) principal of or (ii)
interest on the Reimbursement Obligations or letter of credit fees payable under
the Fee Letter shall be deemed a payment in respect of (x) principal of or (y)
interest on, respectively, the bonds of December 2009 Series, but any such
payment of principal shall not reduce the principal amount of the bonds of
December 2009 Series unless, and then only to the extent, the stated amount
available to be drawn under the Letter of Credit is irrevocably reduced
concurrently with such payment.  The obligation of the Company to make
payments with respect to the principal of and interest on the bonds of December
2009 Series shall be fully satisfied and discharged to the extent that, at any
time that any such payment shall be due, the Company shall have paid fully all
the Obligations and the Cancellation Date shall have occurred.

     

     (b)           The
Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and interest on, the bonds of December 2009 Series, as the
same shall become due and payable, has been credited in accordance with this
Section 2.04 unless and until it shall have received a written notice (including
a telecopy or other form of written communication) from an authorized
representative of the Bank stating that payment of Reimbursement Obligations or
interest thereon due under the BCIDA 2008-A Reimbursement Agreement or of letter
of credit fees due under the Fee Letter has become due and payable and has not
been fully paid and specifying the amount of funds required to make such
payment.

     

    SECTION
2.05.  Execution of
Bonds.  The bonds of December 2009 Series shall be executed on
behalf of the Company in accordance with Section 3.03 of the
Indenture.

     

    SECTION
2.06.  Medium and
Places of Payment of Principal of, and Interest on, Bonds; Transferability and
Exchangeability.  The principal of, and the interest on, the
bonds of December 2009 Series shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts, and such principal and interest shall be
payable at the office or agency of the Company in the City of Cleveland, State
of Ohio.  The Corporate Trust Office of the Trustee shall serve as the
initial location of such office.  Subject to the limitations provided
herein, the bonds of December 2009 Series shall be transferable and
exchangeable, in the manner provided in Sections 3.05 and 3.06 of the Indenture,
at said office or agency.  The bonds of December 2009 Series shall not
be transferable except (i) to a successor to the respective Bank or Bank
Assignee under the BCIDA 2008-A Reimbursement Agreement, (ii) in connection with
the exercise of the rights and remedies of the holder thereof consequent upon an
“Event of Default” as
defined in the BCIDA 2008-A Reimbursement Agreement, or (iii) as may be
necessary to comply with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the
Company.  No charge shall be made by the Company to the registered
owner of any bond of December 2009 Series for the registration of transfer of
such Bond or for the exchange thereof for Bonds of the same series of other
authorized denominations, except, in the case of any transfer, a charge
sufficient to reimburse the Company for any stamp or other tax or governmental
charge required to be paid by the Company or the Trustee.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
2.07.  Denominations
and Numbering of Bonds.  The bonds of December 2009 Series
shall be issued in the denomination of $1,000 and any integral multiple
thereof.  The bonds of December 2009 Series shall be numbered R-1 and
consecutively upwards.

     

    SECTION
2.08.  Temporary
Bonds.  Until definitive bonds of December 2009 Series are
ready for delivery, there may be authenticated and issued in lieu of any thereof
and subject to all of the provisions, limitations, and conditions set forth in
Section 3.04 of the Indenture, temporary registered bonds of December 2009
Series without coupons.

     

    SECTION
2.09.  Mandatory
Redemption.  The bonds of December 2009 Series shall be subject
to mandatory redemption as provided in the form thereof.

     

    SECTION
2.10.  Confirmation
of Lien.  The Company, for the equal and proportionate benefit
and security of the holders of all Bonds at any time issued under the Indenture,
hereby confirms the lien and security interest of the Indenture upon, and hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms to the Trustee, and grants to the Trustee a
security interest in, the Mortgaged Property (as defined in the Indenture), but
excluding from such lien, security interest and grant all property which, by
virtue of any of the provisions of the Indenture, is excluded from the lien,
security interests and granting clauses thereof.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

     

    SECTION
3.01              Except
as herein otherwise expressly provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture; the Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals herein or in the
bonds of December 2009 Series (except the Trustee’s authentication certificate),
all of which are made by the Company solely; and this Supplemental Indenture is
executed and accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes as if the terms
and conditions of the Indenture were herein set forth at length.

     

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

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

    


    


    [Remainder of this
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        6

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF,
FIRSTENERGY NUCLEAR GENERATION CORP., party of the first part hereto, and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., party of the second part hereto,
have caused these presents to be executed in their respective names as of the
day and year first above written.

     

    
      	 
    	 
    	
              FIRSTENERGY
      NUCLEAR 

              GENERATION
      CORP.

            
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
              By:

            	
              /s/
      James F.
      Pearson                                               
      

            
	 
    	 
    	
              James F.
      Pearson

            
	 
    	 
    	
              Vice President
      and Treasurer

            
	 
    	 
    
	 
    
	 
    
	 
    
	 
    	 
    	
              THE BANK OF
      NEW YORK MELLON 

              TRUST COMPANY,
      N.A., as Trustee

            
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
              By:

            	
              /s/ Lisa J.
      Jennings                                                  

            
	 
    	 
    	
              Lisa J.
      Jennings

            
	 
    	 
    	
              Vice
      President

            


    

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          Signature
Page to Third Supplemental Indenture

          FirstEnergy
Nuclear Generation Corp.

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
 

    STATE OF
OHIO                           )

                                                            
)ss.:

    COUNTY
OF        
                         )

     

    On the 1st day
of December, 2009, personally appeared before me, a Notary Public in and for the
said County and State aforesaid, James F. Pearson, to me known and known to me
to be the Vice President and Treasurer of FIRSTENERGY NUCLEAR GENERATION CORP.,
the corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President and
Treasurer of FIRSTENERGY NUCLEAR GENERATION CORP., the same is his free act and
deed and the free and corporate act and deed of said corporation.

     

    IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 1st day
of December, 2009.

     

     

    
      	 
	
              /s/
      Michele A.
      Buchtel                                                             
      

            
	
              ________________,
      Notary Public

            
	
              Commission
      Expires / Aug. 28, 2011

            
	 	 
	 
    	Michele A.
      Buchtel
	 	Resident
      Summit County
	 	Notary Public,
      State of Ohio
	 	My Commission
      Expires: 08/28/11


    

     

                       

     

     

     

     

     

     

     


    
      
        
          Signature
Page to Third Supplemental Indenture

          FirstEnergy
Nuclear Generation Corp.

        

         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
OHIO                           )

                                                            
)ss.:

    COUNTY OF
CUYAHOGA           )

     

    On the 1st day
of December, 2009, personally appeared before me, a Notary Public in and for the
said County and State aforesaid, Lisa J. Jennings, to me known and known to me
to be a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., the
national banking association which executed the foregoing instrument, and who
severally acknowledged that she did sign such instrument as such Vice President
for and on behalf of said national banking association and that the same is her
free act and deed and the free and corporate act and deed of said national
banking association.

     

    IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 1st day
of December, 2009.

     

    
      	 
	
              /s/
      Biagio S.
      Impala                                                      
       

            
	
              Biagio S.
      Impala, Notary Public

            
	
                     Commission
      Expires ______________

            
	 
    	 
    
	                        
      	B.
      IMPALA
	                        	NOTARY PUBLIC
      – STATE OF OHIO
	                        
      	My Commission
      Expires Dec. 15, 2009


    

     

                             


     

     

     

     

     

     

     

     

    
 

     


    
      
        
          Signature
Page to Third Supplemental Indenture

          FirstEnergy
Nuclear Generation Corp.

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

    Global Corporate
Trust

    1660 West 2nd
Street, Suite 830

    Cleveland, Ohio
44113

     

     

    
      	
              THE BANK OF
      NEW YORK MELLON TRUST

              COMPANY,
      N.A.

            
	 
    
	 
    
	 
    
	
              By:

            	
              /s/
      Lisa J.
      Jennings                                        
      

            
	 
    	
              Lisa J.
      Jennings

            
	 
    	
              Vice
      President

            


    

    


     

    


     

     

     

     

    
 

     


    
      
        
          Signature
Page to Third Supplemental Indenture

          FirstEnergy
Nuclear Generation Corp.

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIS INSTRUMENT
PREPARED BY:

    


    Lucas F.
Torres

    Akin Gump Strauss
Hauer & Feld LLP

    One
Bryant Park

    New
York, NY 10036

     

     

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Exhibit
A

     

     [FORM OF FIRST MORTGAGE
BOND OF BONDS OF DECEMBER 2009 SERIES]

    


    This
Bond is not transferable except (i) to a successor Bank or a Bank Assignee under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Reimbursement Agreement referred to herein
or (iii) as may be necessary to comply with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.

     

    


     

    FIRSTENERGY
NUCLEAR GENERATION CORP.

     

    First Mortgage Bond,
Collateral Series K of 2009 due 2012

     

    Due
June 6, 2012

     

    $[_____________________]                                                                                                                                                                                                                                                               
No. R-__

    


     

    FIRSTENERGY NUCLEAR GENERATION
CORP., a corporation of the State of Ohio (herein, together with its
successors and assigns, the “Company”),
for value received promises to pay to The Bank of Nova Scotia (the “Bank”)
under that certain Letter of Credit and Reimbursement Agreement, dated as of
June 6, 2008, between the Company and the Bank (such Reimbursement Agreement, as
amended from time to time, hereinafter the “Reimbursement
Agreement”), or registered assigns, on June 6, 2012, the principal sum of
[_____________________] Dollars or, at any time (if less), such lesser principal
amount as is equal to the sum of (a) the Available Amount of the Letter of
Credit outstanding at such time, plus (b) the aggregate unpaid principal amount
of all Reimbursement Obligations that are outstanding under the Reimbursement
Agreement at such time, and to pay interest on said principal amount from the
date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the sum of the amount of
accrued interest on such outstanding Reimbursement Obligations plus the amount
of the letter of credit fees under the Fee Letter (as defined below) payable on
such Interest Payment Date.
Said interest shall accrue hereon until the principal hereof shall be
paid in full, subject to Section 2.04 of the Third Supplemental Indenture dated
as of December 1, 2009 (as amended, supplemented, modified or restated, the
“Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  Interest shall accrue on the Bonds of
this series from the date of issuance hereof, and the payment thereof shall be
credited as provided in Section 2.04(a) of the Supplemental Indenture unless and
until the Trustee receives the notice contemplated by Section 2.04(b) of the
Supplemental Indenture, whereupon the interest on the Bonds of this series shall
become and remain due and payable until such time as the Trustee receives a
further written notice (including a telecopy or other form of written
telecommunication) from an authorized

     

     

     

    
      
        
        

      

      
        Exhibit
A-1

        
          

        

      

      
        
        

      

    

     

     

    representative of
the Bank stating that such payments need not continue.  The interest
on each Bond of this series so payable on any Interest Payment Date shall,
subject to the exceptions provided in Section 3.07 of the Indenture (as
hereinafter defined) and to the provisions of Section 2.04 of the Supplemental
Indenture, be paid to the person in whose name such Bond is registered on the
date of such payment.  The principal of, and the interest on, this
Bond shall be payable at the office or agency of the Company in the City of
Cleveland, State of Ohio in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.

     

    As used herein,
“Interest
Payment Date” shall mean the applicable date for the payment of accrued
interest on outstanding Reimbursement Obligations under the Reimbursement
Agreement and the terms “Available
Amount,” “Bank,”
“Bank
Assignee,” “Fee
Letter,” “Letter of
Credit,” “Obligations”
and “Reimbursement
Obligation” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $98,900,000 aggregate principal amount of Beaver County
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Nuclear
Generation Corp. Project) issued by the Beaver County Industrial Development
Authority.

     

    This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 1, 2009, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, as Trustee (the
“Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series K of 2009 due
2012,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$99,876,000.

     

    Any payment of
Reimbursement Obligations made by or on behalf of the Company in respect of the
Reimbursement Agreement shall be deemed a payment in respect of this Bond, but
such payment shall not reduce the principal amount of this Bond then in effect
unless the stated amount available to be drawn under the Letter of Credit is
irrevocably reduced concurrently with such payment.  In the event that
all of the Company's obligations under the Reimbursement Agreement have been
discharged and the Letter of Credit shall have been cancelled and returned to
the Bank, this Bond shall be deemed paid in full and the Holder shall surrender
this Bond to the Trustee for cancellation.

     

    The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a

     

     

    
      
        
        

      

      
        Exhibit
A-2

        
          

        

      

      
        
        

      

    

     

     

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

     

     

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

     

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

     

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


     

     

    
      
        
        

      

      
        Exhibit
A-3

        
          

        

      

      
        
        

      

    

     

     

    Bonds of the same
series and tenor, will be issued to the authorized transferee, or the registered
holder, as the case may be. The Company and the Trustee may deem and treat the
person in whose name this Bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for all
other purposes.

     

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

    


    IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.

     

    


     

    Dated:
_____________

     

    FIRSTENERGY NUCLEAR
GENERATION 

    CORP.

     

    By: _____________________________                                                               

    Title:

     

    Attest:

     

     

     

     

    ________________________________

    Title:

     

     

    
 

    
      
        
        

         


      

      
        Exhibit
A-4

        
          

        

      

      
         


      

    


     

    [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]

    


    TRUSTEE’S
AUTHENTICATION CERTIFICATE

    


      This is
one of the Bonds of the series designated therein referred to in the
within-

    mentioned
Indenture.

    


    THE BANK OF NEW YORK
MELLON TRUST

      COMPANY, N.A., as
Trustee

    


    
                                                                                                                                                                           
 By: ______________________________                                                               

                                                                           
Authorized Signatory

     

     

     


    
      
        
           

        

         


      

      
        Exhibit
A-5

        
          

        

      

      
         


      

    

     

     

    
 

    


    
      	
              Schedule
      1

               

              Filing Offices For the Original
      Indenture

               

            
	
              Plant

            	
              Jurisdiction/Filing

                 
      Office

            	
                
      Recording Information

            	
                
      Date filed

            
	
              Davis
      Besse

            	
              Office of the
      County 

                 
      Recorder of Ottawa

                 
      County, Ohio

            	
                
      OR Volume 1278, Page

                
      204

            	
                
      June 12, 2009

            
	
              Perry

            	
                 
      Office of the County

                 
      Recorder of Lake County, 

                 
      Ohio

            	
                
      Document # 2009R015200

            	
                
      June 12, 2009

            
	
              Beaver
      Valley

            	
                  Office
      of the County 

                 
      Recorder of Beaver 

                 
      County, Pennsylvania

            	
                
      Instrument No. 3346070

            	
                
      June 12, 2009

            


    

    


     

     

     

     

     

    
 

    



    
      
         


          
                                


          

        

      

      
        Schedule
1-1