Unassociated Document

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issued by: Gary R. Leidich, President	Effective Date:
Issued on: October 14, 2005	December 1, 2005

To Seller:	FirstEnergy Nuclear Generation Corp., President
	76 South Main St.
	Akron, Ohio 44308

To Buyer:	FirstEnergy Solutions Corp., Director, Wholesale Energy Transactions
	395 Ghent Road
	Akron, Ohio 44333

To Seller:	FirstEnergy Nuclear Generation Corp., President
	76 South Main St.
	Akron, Ohio 44308

To Buyer:	FirstEnergy Solutions Corp., Director, Wholesale Energy Transactions
	395 Ghent Road
	Akron, Ohio 44333

To Seller:	FirstEnergy Nuclear Generation Corp., President
	76 South Main St.
	Akron, Ohio 44308

To Buyer:	FirstEnergy Solutions Corp., Director, Wholesale Energy Transactions
	395 Ghent Road
	Akron, Ohio 44333


	FirstEnergy Solutions Corp.


		President, FirstEnergy Solutions Corp.


	FirstEnergy Nuclear Generation Corp.


		President, FirstEnergy Nuclear Generation Corp.