0001031296-06-000126 Sample Contracts

FirstEnergy Corp. Executive and Director Incentive Compensation Plan Restricted Stock Unit Agreement (Performance Adjusted)
Restricted Stock Unit Agreement • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • Ohio

This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of the 1st day of March, 2006 between FirstEnergy Corp. and _______ (the “Grantee”). For the purposes of this Agreement, the term “Company” or “FE” means FirstEnergy Corp. and/or its subsidiaries, singularly or collectively.

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OHIO WATER DEVELOPMENT AUTHORITY to THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee TRUST INDENTURE Dated as of April 1, 2006 Securing $90,140,000 of State of Ohio Pollution Control Revenue Refunding Bonds Series 2006-A (FirstEnergy Generation...
Trust Indenture • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • Ohio

THIS INDENTURE, dated as of April 1, 2006 (the “Indenture”), between the OHIO WATER DEVELOPMENT AUTHORITY (the “Issuer”), a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”), a national banking association duly organized and existing under the laws of the United States of America and authorized to exercise trust powers under the laws of the State.

Mr. Douglas S. Elliott Executive Vice President Metropolitan Edison Company Reading, PA 19640-0001 Pennsylvania Electric Company Erie, PA 16509 The Waverly Electric Power and Light Company Towanda, PA 18848
Jersey Central Power & Light Co • May 9th, 2006 • Electric services

Restated Partial Requirements Agreement, dated January 1, 2003, by and among, Metropolitan Edison Company, Pennsylvania Electric Company, The Waverly Electric Power and Light Company and FirstEnergy Solutions Corp., as amended by a First Amendment to Restated Requirements Agreement, dated August 29, 2003 and by a Second Amendment to Restated Requirements Agreement, dated June 8, 2004 (“Partial Requirements Agreement”)

FirstEnergy Corp. Executive and Director Incentive Compensation Plan Restricted Stock Unit Agreement (Discretionary)
Restricted Stock Unit Agreement • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • Ohio

This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of the 1st day of March, 2006 between FirstEnergy Corp. and _____________ (the “Grantee”). For the purposes of this Agreement, the term “Company” or “FE” means FirstEnergy Corp. and/or its subsidiaries, singularly or collectively.

Contract
Guaranty • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • New York

GUARANTY, dated as of April 3, 2006, made by FIRSTENERGY CORP., an Ohio corporation (the “Guarantor”), in favor of the Banks (as defined in the Reimbursement Agreement referred to below), Barclays Bank PLC, as Administrative Agent for the Banks (the “Administrative Agent”) and as fronting bank (the “Fronting Bank”), and KeyBank National Association, as Syndication Agent (the “Syndication Agent”, and together with the Banks, the Administrative Agent, and the Fronting Bank, the “Beneficiaries”).

FirstEnergy Corp. Executive and Directors Incentive Compensation Plan Restricted Stock Agreement
Restricted Stock Agreement • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • Ohio

On February 17, 1998, The Board of Directors (“Directors”) of FE adopted the FE Executive and Director Incentive Compensation Plan (“Plan”), which was approved by the common stock shareholders on April 30, 1998, and became effective May 1, 1998. As of the date of this Agreement, per the terms of the Plan, FE grants to the Recipient the above number of restricted shares of FE Common Stock (“Restricted Shares”) per the terms and conditions of Article 8 of the Plan.

WASTE WATER FACILITIES LOAN AGREEMENT Between OHIO WATER DEVELOPMENT AUTHORITY and FIRSTENERGY GENERATION CORP.
Loan Agreement • May 9th, 2006 • Jersey Central Power & Light Co • Electric services

WASTE WATER FACILITIES LOAN AGREEMENT, dated as of April 1, 2006 (the “Agreement”) between the OHIO WATER DEVELOPMENT AUTHORITY (the “Issuer”) and FIRSTENERGY GENERATION CORP. (the “Company”).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Dated as of April 3, 2006 among FIRSTENERGY GENERATION CORP., and THE PARTICIPATING BANKS LISTED ON THE SIGNATURE PAGES HERETO and BARCLAYS BANK PLC, acting through its New York Branch, as Fronting Bank and...
And Reimbursement Agreement • May 9th, 2006 • Jersey Central Power & Light Co • Electric services • New York

NOW, THEREFORE, in consideration of the premises and in order to induce the Fronting Bank to issue the Letter of Credit and the Banks to participate in the Letter of Credit and to make demand loans and Tender Advances (as defined below) as provided herein, the parties hereto agree as follows:

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