Toledo Edison Co Sample Contracts

AND
Toledo Edison Co • September 18th, 1997 • Electric services • New York
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EXHIBIT 1(A) PLACEMENT AGREEMENT
Toledo Edison Co • September 18th, 1997 • Electric services • New York
with
Supplemental Indenture • March 29th, 2000 • Toledo Edison Co • Electric services
AND
Toledo Edison Co • September 18th, 1997 • Electric services
CITIBANK, N.A., As Trustee Forty-sixth Supplemental Indenture
Toledo Edison Co • March 29th, 1999 • Electric services
DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • May 7th, 2009 • Toledo Edison Co • Electric services • Ohio

This Director Indemnification Agreement, dated as of March ___, 2009 (this “Agreement”), is made by and between FirstEnergy Corp., an Ohio corporation (the “Company”), and_________________________ (“Indemnitee”), who is a director of the Company.

CITIBANK, N.A., As Trustee Forty-eighth Supplemental Indenture
Toledo Edison Co • March 29th, 2000 • Electric services
FirstEnergy Corp. Executive and Directors Incentive Compensation Plan Restricted Stock Unit Agreement Award No.: RSUP9 Number of Shares Awarded: XXX shares Grantee: Richard R. Grigg (per Employment Agreement dated 2/26/2008)
Restricted Stock Unit Agreement • February 29th, 2008 • Toledo Edison Co • Electric services • Ohio

This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of the 27th day of February 2008 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.

Option No.: 9A
Firstenergy Corp • April 16th, 2001 • Toledo Edison Co • Electric services
to
Toledo Edison Co • March 29th, 2000 • Electric services
Trustee.
Toledo Edison Co • March 29th, 2000 • Electric services
THE TOLEDO EDISON COMPANY (an Ohio corporation) $300,000,000 6.15% Senior Notes due May 15, 2037 UNDERWRITING AGREEMENT
Toledo Edison Co • November 17th, 2006 • Electric services • New York
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FACE]
Forty-Fifth Supplemental Indenture • March 30th, 1998 • Toledo Edison Co • Electric services
February 26, 2008 Mr. Richard R. Grigg Richfield, OH 44286 Dear Dick,
Toledo Edison Co • February 29th, 2008 • Electric services

Based on our discussions we have mutually agreed to extend the expiration date of your January 16, 2007, amendment to your July 20, 2004 employment agreement (collectively the “Prior Agreements”) from March 31, 2008 to June 30, 2010.

THIRD SUPPLEMENTAL INDENTURE FIRSTENERGY GENERATION CORP. TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee Dated as of March 31, 2009 Providing among other things for First...
Third Supplemental Indenture • May 7th, 2009 • Toledo Edison Co • Electric services

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 31, 2009, between FIRSTENERGY 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. (formerly known as The Bank of New York 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 19, 2008 (hereinafter called the “Original Indenture”) with the Company.

ASSET PURCHASE AGREEMENT By and Between CALPINE CORPORATION AS SELLER And FIRSTENERGY GENERATION CORP. AS BUYER Dated as of January 28, 2008
Asset Purchase Agreement • February 29th, 2008 • Toledo Edison Co • Electric services • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2008, is made by and between Calpine Corporation, a Delaware corporation (the “Seller”), and FirstEnergy Generation Corp., an Ohio corporation (the “Buyer”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 14.

TO
Toledo Edison Co • April 16th, 2001 • Electric services
MANAGEMENT DIRECTOR INDEMNIFICATION AGREEMENT
Management Director Indemnification Agreement • May 7th, 2009 • Toledo Edison Co • Electric services • Ohio

This Director Indemnification Agreement, dated as of March 27, 2009 (this “Agreement”), is made by and between FirstEnergy Corp., an Ohio corporation (the “Company”), and ___________________(“Indemnitee”), who is a director and officer of the Company.

SECOND SUPPLEMENTAL INDENTURE FIRSTENERGY GENERATION CORP. TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee Dated as of March 1, 2009 Providing among other things for First...
Second Supplemental Indenture • May 7th, 2009 • Toledo Edison Co • Electric services

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2009, between FIRSTENERGY 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. (formerly known as The Bank of New York 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 19, 2008 (hereinafter called the “Original Indenture”) with the Company.

FirstEnergy Corp. Executive and Directors Incentive Compensation Plan (Plan) Restricted Stock Agreement Amendment Dated as of February 26, 2008 to Restricted Stock Agreement 32 (RS32) Dated March 1, 2005
Restricted Stock Agreement • February 29th, 2008 • Toledo Edison Co • Electric services

FirstEnergy Corp. (“Company”), as authorized by the Compensation Committee of its Board of Directors on February 18, 2008, and in accordance with Section 3.3 of the above captioned Plan, and per the terms of your Employment Agreement dated February 26, 2008, amends Restricted Stock Agreement 32 between the Company and Gary R. Leidich (“Recipient”) as follows:

Contract
First Supplemental Indenture • April 28th, 2009 • Toledo Edison Co • Electric services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of April 24, 2009 (this “Supplemental Indenture”), between The Toledo Edison Company, a corporation organized and existing under the laws of the State of Ohio (the “Company”), and 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 Indenture referred to below (the “Trustee”).

with THE BANK OF NEW YORK, As Trustee
Ohio Edison • March 29th, 1999 • Toledo Edison Co • Electric services
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