Preview | Letter of Credit and Reimbursement Agreement |

SECTION 1.01	Certain Defined Terms	1
SECTION 1.02	Computation of Time Periods	12
SECTION 1.03	Accounting Terms	12
SECTION 1.04	Certain Reverences	12

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND LETTER OF CREDIT

SECTION 2.01	The Pro-Rata Advances	12
SECTION 2.02	Making the Pro-Rata Advances	13
SECTION 2.03	Reserved	14
SECTION 2.04	Letters of Credit	14
SECTION 2.05	Fees	20
SECTION 2.06	Adjustment of the Commitments	20
SECTION 2.07	Repayment of Advances	20
SECTION 2.08	Interest on Advances	20
SECTION 2.09	Additional Interest on Advances	21
SECTION 2.10	Interest Rate Determination	21
SECTION 2.11	Conversion of Advances	22
SECTION 2.12	Prepayments	23
SECTION 2.13	Increased Costs	23
SECTION 2.14	Illegality	24
SECTION 2.15	Payments and Computations	25
SECTION 2.16	Taxes	26
SECTION 2.17	Sharing of Payments, Etc.	28
SECTION 2.18	Noteless Agreement; Evidence of indebtedness	28
SECTION 2.19	Reserved	28
SECTION 2.20	Reserved	28

ARTICLE III CONDITIONS OF LENDING AND ISSUING LETTERS OF CREDIT

SECTION 2.21	Conditions Precedent to Effectiveness	29
SECTION 2.22	Conditions Precedent to Issuance of Letter of Credit	30
SECTION 2.23	Conditions Precedent to Conversions	30

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 3.01

Representations and Warranties of the Obligor

ARTICLE V COVENANTS OF THE OBLIGOR

SECTION 4.01	Affirmative Covenants of the Obligor	34
SECTION 4.02	Debt to Capitalization Ratio	36
SECTION 4.03	Negative Covenants of the Obligor	36

SECTION 7.01	Amendments, Etc.	43
SECTION 7.02	Notices, Etc.	44
SECTION 7.03	Electronic Communications	44
SECTION 7.04	No Waiver; Remedies	45
SECTION 7.05	Costs and Expenses, Indemnification	46
SECTION 7.06	Right of Set-off	47
SECTION 7.07	Binding Effect	47
SECTION 7.08	Assignments and Participations	47
SECTION 7.09	Governing Law	51
SECTION 7.10	Consent to Jurisdiction; Waiver of Jury Trial	51
SECTION 7.11	Severability	51
SECTION 7.12	Entire Agreement	51
SECTION 7.13	Execution in Counterparts	51
SECTION 7.14	USA PATRIOT Act Notice	52

Schedule I	-	List of Commitments and Lending Offices

Exhibit A	-	Form of Assignment and Acceptance
Exhibit B	-	Form of Note
Exhibit C	-	Form of Letter of Credit
Exhibit D	-	Form of Notice of Pro Rata Borrowing
Exhibit E	-	Reserved
Exhibit F	-	Form of Letter of Credit Request
Exhibit G	-	Form of Opinion of Gary D. Benz, Esq.
Exhibit H	-	Form of Opinion of Akin Gump Strauss Hauer & Feld LLP
Exhibit I	-	Reserved

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this Agreement), dated as of December 28, 2006, among FIRSTENERGY CORP., an Ohio corporation (the Obligor), the Banks and other financial institutions (the Banks) listed on the signature pages hereof and Wachovia Fixed Income Structured Trading Solutions, LLC (FIST), as Administrative Agent (the Administrative Agent) for the Lenders hereunder and the fronting bank (the Fronting Bank).

SECTION 6.01	Authorization and Action	41
SECTION 6.02	Administrative Agent's Reliance, Etc.	41
SECTION 6.03	FIST, Wachovia and Affiliates	42
SECTION 6.04	Lender Credit Decision	42
SECTION 6.05	Indemnification	42
SECTION 6.06	Successor Administrative Agent	43