EXHIBIT D-1
[Execution Copy]
FirstEnergy Corp. AND SUBSIDIARY COMPANIES
INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT
WHEREAS, FirstEnergy Corp., a corporation organized under the laws of the
State of Ohio ("FirstEnergy") and a registered holding company under the Public
Utility Holding Company Act of 1935 ("Act"), together with its subsidiary
companies, direct and indirect, listed as parties hereto, comprise the members
of the FirstEnergy consolidated group which will join annually in the filing of
a consolidated Federal income tax return, and it is now the intention of
FirstEnergy and its subsidiaries, direct and indirect, (hereinafter collectively
referred to as the "FirstEnergy Group"), to enter into an agreement for the
allocation of current federal income taxes pursuant to Rule 45(c) under the Act;
and
WHEREAS, certain members of the FirstEnergy Group will join annually in
the filing of certain consolidated state income tax returns (to the extent
permitted or required under applicable state income tax laws), and it is now the
intention of the FirstEnergy Group to enter into an agreement for the allocation
of current state income taxes; and
WHEREAS, by order dated June 30, 2003, the Securities and Exchange
Commission has authorized FirstEnergy and its subsidiaries to enter into this
agreement as of January 1, 2002 and to allocate consolidated income taxes in the
manner herein provided; and
NOW, THEREFORE, each member ("Member") of the FirstEnergy Group does
hereby covenant and agree with one another that the current consolidated income
tax liabilities of the FirstEnergy Group shall be allocated as follows:
ARTICLE I.
Definitions and Interpretation
------------------------------
Section 1.1 Definitions. For all purposes of this Agreement, except as
otherwise expressly provided, the following terms shall have the following
respective meanings:
"Acquisition Indebtedness" means indebtedness incurred by
--------------------------
FirstEnergy to finance the acquisition (including related costs) by
FirstEnergy of all of the issued and outstanding stock of GPU, Inc. and
any renewals or extensions thereof. Acquisition Indebtedness also
includes indebtedness incurred by FirstEnergy for the purpose of
refinancing the indebtedness relating to the acquisition (including
related costs) of all of the issued and outstanding stock of GPU, Inc.
"Code" means the Internal Revenue Code of 1986, as amended.
----
"Consolidated Group" means FirstEnergy and all of its subsidiaries
------------------
which, from time to time, may be included in any (i) federal income tax
return filed by FirstEnergy in accordance with sections 1501 and 1502 of
the Code or (ii) Other Return.
"Consolidated Return" means any consolidated federal income tax
--------------------
return or Other Return filed by FirstEnergy whether before or after the
date hereof, which includes one or more Members of the FirstEnergy Group
in a consolidated, combined or unitary group of which FirstEnergy is the
common parent.
"Consolidated Return Year" means any period during which
----------------------------
FirstEnergy files a consolidated federal income tax return or Other
Return that includes one or more Members of the FirstEnergy Group in a
consolidated, combined or unitary group of which FirstEnergy is a common
parent.
"Consolidated Taxable Income" is the taxable income of the
-----------------------------
Consolidated Group as computed for federal or state income tax purposes.
"Consolidated Tax Liability" means, with reference to any taxable
---------------------------
period, the consolidated, combined or unitary tax liability (including
any interest, additions to tax and penalties) of the Consolidated Group
for such taxable period (including the consolidated federal income tax
liability and other consolidated, combined or unitary liability for Other
Taxes).
"Corporate Taxable Income" means the income or loss of an
--------------------------
associate company for a tax year computed as though such company had
filed a separate return on the same basis as used in the Consolidated
Return, except that dividend income from associate companies shall be
disregarded, and other intercompany transactions eliminated in the
Consolidated Return shall be given appropriate effect.
"Designated Official" means the Director, Tax Services of
---------------------
FirstEnergy Service Company or such other official assigned the
responsibilities of Director, Tax Services of FirstEnergy Service
Company.
"Other Return" means any consolidated, combined or unitary return
------------
of Other Taxes filed by FirstEnergy or another Member of the FirstEnergy
Group, whether before or after the date hereof, which covers the
operations of one or more Members of the FirstEnergy Group.
"Other Taxes" means any taxes (including any interest and
------------
penalties) payable by FirstEnergy or another Member of the FirstEnergy
Group to the government of any state, municipal or other political
subdivision, including all agencies and instrumentalities of such
government.
"Person" means any individual, partnership, form, corporation,
------
limited liability company, joint stock company, unincorporated
association, joint venture, trust or other entity or enterprise, or any
government or political subdivision or agency, department or
instrumentality thereof.
"Regulations" means the Treasury Regulations promulgated under the
-----------
Code.
"Separate Return Tax" means the tax on the Corporate Taxable
---------------------
Income of a corporation which is a Member computed for purposes of this
Agreement as though such company were not a Member of a consolidated
group.
Section 1.2 References, Etc. The words "hereof", "herein" and "hereunder"
---------------
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. All
terms defined herein in the singular shall have the same meanings in the plural
and vice versa. All References herein to any Person includes such Person's
successors and assigns. All references herein to Articles and Sections shall,
unless the context requires a different construction, be deemed to be references
to the Articles and Sections of this Agreement. In this Agreement, unless a
clear contrary intention appears the word "including" (and with correlative
meaning "include") means "including but not limited to".
ARTICLE II.
Preparation and Filing of Tax Returns; Allocation of Taxes
----------------------------------------------------------
Section 2.1 Federal Returns.
---------------
(a) A U.S. consolidated federal income tax return shall be
prepared and filed by FirstEnergy for each taxable year in respect of which this
Agreement is in effect and for which the Consolidated Group is required or
permitted to file a consolidated federal income tax return. FirstEnergy and all
its subsidiaries shall execute and file such consents, elections and other
documents that may be required or appropriate for the proper filing of such
returns.
(b) (i) The Consolidated Group will elect, on a timely basis, in
accordance with Code Section 1552(b) and Section 1.1552-1(c)(2) of the
Regulations to allocate its consolidated tax liability (other than alternative
minimum tax ("AMT") and its related credits) among its Members under the method
described in Sections 1.1502-33(d)(3) and 1.1552-1(a)(2) commencing with the
consolidated taxable year ended December 31, 2002. The fixed percentage to be
used for purposes of Regulations section 1.1502-33(d)(3)(i) is 100%. The general
effect of such method is to first allocate the consolidated tax liability among
the Members of the Consolidated Group on the basis of the percentage of the
total consolidated tax which the tax of such Member (other than AMT and its
related credits) if computed on a separate return basis would bear to the total
amount of the taxes (other than AMT and its related credits) for all Members of
the group so computed. Then such method allocates an additional amount (the "Tax
Benefit Amount") to each Member up to, but not greater than, the excess, if any,
of its Separate Return Tax liability (other than AMT and its related credits)
over the amount allocated to such Member in the previous sentence. The total of
the Tax Benefit Amounts allocated to Members shall result in payments to, and an
increase in the earnings and profits of, the Members who had items of deduction,
loss or credits to which such Tax Benefit Amount is attributable. This election
is intended to comply with Rule 45(c)(5) under the Act, as modified by Section
2(d) below.
(ii) The allocation of the alternative minimum tax liability
incurred by the FirstEnergy Group and the resulting minimum tax credit shall be
allocated in the manner set forth in Proposed and Temporary Treasury Regulation
Sections 1.1502-55. This method generally allocates (i) any AMT paid by the
FirstEnergy Group based on the relative separate adjusted AMT of each Member and
(ii) the minimum tax credit ("AMTC") on the basis of the AMT previously assigned
to such Member and assuming that AMTC is utilized on a "first in/first out"
methodology, and that to the extent that AMTC arising in one year is not fully
utilized, such AMTC is utilized proportionately by the Members previously
assigned AMT for that year.
(c) Each Member's allocable share of the consolidated income tax
liability as determined in Section 2.1(b) hereby shall be used in both (i) the
determination of each Member's earnings and profits and (ii) determining the
amounts to be paid (as provided in Section 3.4 of this Agreement) by Members to
FirstEnergy with respect to each Member's share of the Consolidated Group's Tax
liability and payments from FirstEnergy to Members with respect to the use of a
Member's tax attributes.
(d) (i) The aggregate of all amounts paid by Members of the
Consolidated Group (the "Paying Members") as a result of the excess of each
Members' Separate Return Tax liability (as determined under Section
1.1552-1(a)(2)(ii) of the Regulations) over the amount allocated to such Member
as its share of the Consolidated Tax Liability under Code Section 1552 (i.e.,
the Tax Benefit Amount) shall be paid by FirstEnergy to the other Members (the
"Loss Members") which had tax deductions, losses and credits to which such
payments by the Paying Members are attributable. The apportionment of such
payments among Loss Members shall be in a manner that reflects the Consolidated
Group's absorption of such tax attributes in the manner described in Section
2.1(e) below. The payments to the Loss Members for their tax attributes shall be
pursuant to a consistent method which reasonably reflects such items of loss or
credit (such consistency and reasonableness to be determined by the Designated
Official).
(ii) Notwithstanding the provisions of section 2.1(d)(i), the
Tax Benefit Amount allocated to FirstEnergy and paid to FirstEnergy as a result
of its being a Loss Member shall be limited to its Tax Benefit Amount determined
without regard to this section 2.1(b)(ii) multiplied by a fraction, the
numerator of which is FirstEnergy's interest deduction attributable to
Acquisition Indebtedness, and the denominator of which is the sum of all of
FirstEnergy's deductions. The portion of FirstEnergy's Tax Benefit Amount which
cannot be allocated and paid to FirstEnergy due to the operation of this Section
shall be reallocated to Paying Members of the Consolidated Group other than
FirstEnergy in accordance with the principles contained in section 2.1(b)(i).
(e) In apportioning the payments to Loss Members for the Tax
Benefit Amount pursuant to Section 2.1(d) hereof:
(i) any consolidated net operating loss ("NOL") shall be
allocated among the group Members pursuant to Regulations Section 1.1502-21(b).
To the extent the consolidated NOL is carried back, any Member's individually
allocable NOL shall be deemed carried back and utilized in proportion to the
amount that the Member's NOL bears to the consolidated NOL. Analogous principles
shall apply in the case of NOL carry forwards;
(ii) with respect to each type of credit used to offset all or
a portion of the Consolidated Tax Liability otherwise payable, such credit shall
be allocated among the Members by crediting to each Member an amount of credit
which that Member would have available to utilize on a separate return basis in
a manner consistent with the method set forth in Section 2.1(e)(i) above; and
(iii) the cost of any credit recapture which results in the
payment of tax shall be specifically allocated to the Member whose credit is
recaptured determined in a manner consistent with the provisions of Section
2.1(e)(i) above.
(f) The allocation of tax shall be subject to further adjustment
from time to time on account of the payment of additional tax or the receipt of
a refund attributable to either the filing of an amended return or on account of
the results of an audit conducted by the Internal Revenue Service or other
relevant taxing authority.
Section 2.2 Other Taxes. (a) FirstEnergy will prepare and file (or cause
-----------
to be prepared and filed) all returns of Other Taxes which are required to be
filed with respect to the operations of FirstEnergy and its subsidiaries. In the
event any taxing authority requires or permits that a combined, consolidated or
unitary return be filed for Other Taxes, which return includes both FirstEnergy
and a subsidiary, FirstEnergy may elect to file such return and shall have the
right to require any Member to be included in such return. FirstEnergy will
advise each of its subsidiaries included in each Other Return and each
governmental office in which any Other Return is filed. Other Taxes shall be
allocated among the FirstEnergy Group in a manner that is consistent with the
method set forth in Article 2 hereof. Furthermore, amounts due to FirstEnergy or
from FirstEnergy, with respect to Other Taxes, shall be determined in a manner
consistent with Sections 2.1(b) and 2.1(d).
(b) Each Member of the FirstEnergy Group that does not file an
Other Return together with any other Member of the FirstEnergy Group shall be
solely responsible and obligated to pay the tax liability with respect to such
return from its own funds. Such returns shall be prepared and filed by
FirstEnergy or the Member filing the Other Return.
(c) If any Member of the FirstEnergy Group is required to file a
combined, consolidated or unitary return for Other Taxes with another Member of
the FirstEnergy Group, but not with FirstEnergy (an "Other Taxes Subgroup"),
then FirstEnergy shall have the rights, powers and obligations to file such tax
returns and apportion among and, collect and remit from, the applicable Members
such Other Taxes as the rights, powers and obligations given to FirstEnergy
under this Agreement with respect to the Consolidated Tax Liability. Such
returns shall be prepared and filed by FirstEnergy. If the right to file a
combined, consolidated or unitary return for Other Taxes is optional, then
FirstEnergy shall decide which of its subsidiaries should, to the extent
permitted by law, join in filing of such return.
Section 2.3 Member Tax Information. The Members of the Consolidated Group
----------------------
shall submit the tax information requested by the Designated Official of
FirstEnergy in the manner and by the date requested, in order to enable the
Designated Official to calculate the amounts payable by the Members pursuant to
Article 3 hereof.
ARTICLE III.
Responsibility for Tax; Intercompany Payments
---------------------------------------------
Section 3.1 Responsibility. Assuming the Members of the Consolidated
--------------
Group have fulfilled their obligations pursuant to this Article III, then
FirstEnergy will be solely responsible for, and will indemnify and hold each
Member of the Consolidated Group harmless with respect to, the payment of: (a)
the Consolidated Tax Liability for each taxable period for which, as determined
under Section 2.1 hereof, FirstEnergy filed a Consolidated Return or should have
been filed; and (b) any and all Other Taxes due or payable with respect to any
Other Return which is filed by FirstEnergy or should have been filed.
Section 3.2 Federal Tax Payments. (a) With respect to each Consolidated
--------------------
Return Year, the Designated Official of FirstEnergy shall estimate and assess or
pay to Members of the Consolidated Group their share of estimated tax payments
to be made on a projected consolidated federal income tax return for each year.
In making this determination, FirstEnergy shall elect a method for determining
estimated tax and each Member shall follow that method. Such Members will pay,
to FirstEnergy or be paid by FirstEnergy, such estimates not later than the 15th
day of the 4th, 6th, 9th and 12th months of such Consolidated Return Year. With
respect to any extension payment, the Designated Official of FirstEnergy shall
estimate and assess or pay to Members of the Consolidated Group their share of
such extension payment. The difference between (1) a Member's estimated tax
payments used for computation of the quarterly estimated payments plus their
extension payments and (2) such Member's actual Tax Liability for any
Consolidated Return Year as determined under Section 2.1(b) hereof, shall be
paid to FirstEnergy or by FirstEnergy within sixty days after the filing of the
consolidated federal income tax return.
(b) FirstEnergy shall have sole authority, to the exclusion of
all other Members of the Consolidated Group, to agree to any adjustment proposed
by the Internal Revenue Service or any other taxing authority with respect to
items of income, deductions or credits, as well as interest or penalties,
attributable to any Member of the Consolidated Group during any Consolidated
Return Year in which such Member was a Member of the Consolidated Group
notwithstanding that such adjustment may increase the amounts payable by Members
of the Consolidated Group under this Section 3.2 or Section 3.3 hereof. In the
event of any adjustment to the Consolidated Tax Liability relating to items of
income, deductions or credit, as well as interest or penalties, attributable to
any Member of the Consolidated Group by reason of an amended return, claim for
refund or audit by the Internal Revenue Service or any other taxing authority,
the liability of all other Members of the Consolidated Group under paragraphs
(a) of this Section 3.2 or Section 3.3 hereof shall be redetermined to give
effect to such adjustment as if such adjustment had been made as a part of the
original computation of such liability, and payment from a Member to FirstEnergy
or by FirstEnergy to a Member, as the case may be, shall be promptly made after
any payments are made to the Internal Revenue Service or any other taxing
authority, refunds received or final determination of the matter in the case of
contested proceedings. In such event, any payments between the parties shall
bear interest at the then prevailing rate or rates on deficiencies assessed by
the Internal Revenue Service or any other relevant taxing authority, during the
period from the due date of the Consolidated Return (determined without regard
to extensions of time for the filing thereof) for the Consolidated Return Year
to which the adjustments were made to the date of payment.
Section 3.3 Other Tax Payments. Payments by a Member with respect to
-------------------
Other Taxes and required estimates thereof for which any other Member has joint
and several liability shall be calculated and made by or to such Member in the
same manner as that provided in Section 3.2. The principles set forth in Section
3.2 governing the determination and adjustment of payments as well as the method
of payment to or from such Member with respect to federal income taxes shall be
equally applicable in determining and adjusting the amount of and due date of
payments to be made to or from such subsidiary with respect to Other Taxes and
estimates thereof. Each Member shall pay, directly to the appropriate taxing
authority, all taxes for which such Member is liable and for which no other
Member has joint or several liability.
Section 3.4 Payment Mechanics. (a) Any payments to be made by a
------------------
subsidiary of FirstEnergy pursuant to Section 2.1, 2.2, 3.2 or 3.3 hereof shall
be made by such subsidiary to FirstEnergy by either promptly crediting as an
offset against amounts owed to such Member by FirstEnergy or to the extent no
amounts are owed to such Member by FirstEnergy, by cash payments to FirstEnergy.
To the extent any payments are to be made to a subsidiary with respect to the
use of such subsidiary's tax attributes by the Consolidated Group pursuant to
Section 2.1, 2.2, 3.2 or 3.3 hereof, FirstEnergy shall make such payment to such
subsidiary by either promptly crediting as an offset against amounts owned by
such Member to FirstEnergy, or to the extent no amounts are owed to FirstEnergy
by such Member, by cash payments to the Member.
(b) Tax payments by FirstEnergy with respect to any Consolidated
Tax Liability shall be paid by FirstEnergy and shall be debited to the Member of
the Consolidated Group for their respective shares of such Consolidated Tax
Liability as determined pursuant to Article II hereof. Tax Refunds received by
FirstEnergy with respect to any Consolidated Tax Liability, shall be paid by
FirstEnergy to the Member of the Consolidated Group entitled to such Tax Refund,
as determined.
(c) FirstEnergy shall be responsible for maintaining the books
and records reflecting the intercompany accounts reflecting the amounts owned,
collected and paid with respect to Taxes pursuant to this Agreement.
(d) FirstEnergy may delegate to other Members of the Consolidated
Group responsibilities for the collection and disbursement of monies as required
under this Agreement as well as responsibilities for maintaining books and
records as required under this Agreement.
Section 3.5 Administration. The provisions of this Agreement shall be
--------------
administered by the Designated Official of FirstEnergy. The interpretations of
this Agreement by the Designated Official of FirstEnergy shall be conclusive.
ARTICLE IV.
Miscellaneous Provisions
------------------------
Section 4.1 Effect. The provisions hereof shall fix the rights and
------
obligations of the parties as to the matters covered hereby whether or not such
are followed for federal income tax or other purposes by the Consolidated Group,
including the computation of earnings and profits for federal income tax
purposes.
Section 4.2 Effective Date and Termination of Affiliation. This Agreement
---------------------------------------------
shall be effective with respect to all taxable years ending on or after January
1, 2002, in which any subsidiary of FirstEnergy is a Member of the Consolidated
Group for any portion of the tax year. In the event that a party to this
Agreement ceases to be a Member of the Consolidated Group, the rights and
obligations of such party and each other party to this Agreement shall survive,
but only with respect to taxable years including or ending before the date such
party ceases to be a Member of the Consolidated Group.
Section 4.3 Notices. Any and all notices, requests or other
-------
communications hereunder shall be given in writing (a) if to FirstEnergy to
Attention: Director, Tax Services, Facsimile Number: (000) 000-0000, and (b) if
to any other person, at such other address as shall be furnished by such person
by like notice to the other parties.
Section 4.4 Expenses. Each party hereto shall pay its own expenses
--------
incident to this Agreement and the transactions contemplated hereby, including
all legal and accounting fees and disbursements.
Section 4.5 Benefit and Burden. This Agreement shall inure to the benefit
------------------
of, and shall be binding upon, the parties hereto and there respective
successors.
Section 4.6 Amendments and Waiver. No amendment, modification, change or
---------------------
cancellation of this Agreement shall be valid unless the same is in writing and
signed by the parties hereto. No waiver of any provision of this Agreement shall
be valid unless in writing and signed by the person against whom that waiver is
sought to be enforced. The failure of any party at any time to insist upon
strict performance of any condition, promise, agreement or understanding set
forth herein shall not be construed as a waiver or relinquishment of the right
to insist upon strict performance of the same or any other condition, promise,
agreement or understanding at a future time.
Section 4.7 Assignments. Neither this Agreement nor any right, interest
-----------
or obligation hereunder may be assigned by any party hereto and any attempt to
do so shall be null and void.
Section 4.8 Severability. The invalidity or unenforceability of any
------------
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.
Section 4.9 Entire Agreement. THIS AGREEMENT SETS FORTH ALL OF THE
-----------------
PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTIES AND REPRESENTATIONS
AMONG THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND
SUPERSEDES ALL PRIOR AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS BETWEEN THE
PARTIES HERETO, WHETHER WRITTEN, ORAL OR OTHERWISE. THERE ARE NO PROMISES,
AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTIES OR REPRESENTATIONS, ORAL OR
WRITTEN, EXPRESS OR IMPLIED, AMONG THE PARTIES EXCEPT AS SET FORTH HEREIN.
Section 4.10 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
---------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO.
Section 4.11 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall constitute an original and together which
shall constitute one instrument. The parties hereto specifically recognize that
from time to time other corporations may become Members of the Consolidated
Group and hereby agree that such new Members may become Members to this
Agreement by executing a copy of this Agreement and it will be effective as if
all the Members had re-signed.
Section 4.12 Attorneys' Fees. If any Member or former Member hereto
-------------===
commences an action against another party to enforce any of the terms,
covenants, conditions or provisions of this Agreement, or because of a default
by a party under this Agreement, the prevailing party in any such action shall
be entitled to recover its costs, expenses and losses, including attorneys'
fees, incurred in connection with the prosecution of defense of such action from
the losing party.
Section 4.13 No Third Party Rights. Nothing in this Agreement shall be
---------------------
deemed to create any right in any creditor or other person or entity not a party
hereto and this Agreement shall not be construed in any respect to be a contract
in whole or in part for the benefit of any third party.
Section 4.14 Further Documents. The parties agree to execute any and all
-----------------
documents, and to perform any and all other acts, reasonably necessary to
accomplish the purposes of this Agreement.
Section 4.15 Headings and Captions. The headings and captions contained
---------------------
in this Agreement are inserted and included solely for convenience and shall not
be considered or given any effect in construing the provisions hereof if any
question of intent should arise.
Section 4.16 Departing Members
-----------------
(a) In the event that any Member of the FirstEnergy Group at any
time leaves the FirstEnergy Group and, under any applicable statutory provision
or regulation, that Member is assigned and deemed to take with it all or a
portion of any of the tax attributes of the FirstEnergy Group (including but not
limited to NOL, credit carry forwards, and AMTC carry forwards), then to the
extent that the amount of tax attributes so assigned differs from the amount of
such attributes previously allocated to such Member under this agreement, the
departing Member shall appropriately settle with the FirstEnergy Group. Such
settlement shall consist of payment (1) on a dollar for dollar basis for all
differences in credits, and, (2) in the case of NOL differences (or other
differences related to other deductions), in a dollar amount computed by
reference to the amount of NOL multiplied by the applicable tax rate relating to
such NOL. The settlement payment shall be paid to FirstEnergy within sixty days
after the Member leaves the FirstEnergy Group. The settlement amounts shall be
allocated among the remaining Members of the FirstEnergy Group in proportion to
the relative level of attributes possessed by each Member and the attributes of
each Member shall be adjusted accordingly.
(b) Upon the departure of any Member from the FirstEnergy Group,
such Member shall allocate its items of income, deduction, loss and credit
between the period that it was a Member of the FirstEnergy Group and the period
thereafter based upon a closing of the books methodology allowed under Treasury
Regulation Section 1.1502-76(b)(2). The difference between (1) its prior
estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or
payments of Tax Benefit due to that Member, shall be appropriately settled on
the day such Member leaves the FirstEnergy Group or on an alternative date
mutually agreeable in writing to the FirstEnergy Group and the departing Member.
EXECUTED as of the date and year first above written.
FIRSTENERGY CORP.
By:____________________________________
Xxxxxxx X. Xxxxx
Senior Vice President & Chief Financial Officer
OHIO EDISON COMPANY and its subsidiaries
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY and its subsidiaries
THE TOLEDO EDISON COMPANY and its
subsidiaries
AMERICAN TRANSMISSION SYSTEMS, INCORPORATED
FE ACQUISITION CORP. and its subsidiaries
FIRSTENERGY PROPERTIES, INC. and its subsidiaries
FIRSTENERGY FACILITIES SERVICES GROUP, LLC
and its subsidiaries
FE HOLDINGS, LLC
FELHC, INC.
FIRSTENERGY SECURITIES TRANSFER COMPANY
FIRSTENERGY NUCLEAR OPERATING COMPANY
FIRSTENERGY SOLUTIONS CORP. and its subsidiaries
FIRSTENERGY VENTURES CORP. and its subsidiaries
MARBEL ENERGY CORPORATION and its subsidiaries
CENTERIOR INDEMNITY TRUST
CENTERIOR SERVICE COMPANY
FIRSTENERGY SERVICE COMPANY
JERSEY CENTRAL POWER & LIGHT COMPANY
and its subsidiaries
PENNSYLVANIA ELECTRIC COMPANY and its subsidiaries
METROPOLITAN EDISON COMPANY and its subsidiaries
GPU CAPITAL, INC. and its subsidiaries
GPU ELECTRIC, INC. and its subsidiaries
GPU DIVERSIFIED HOLDINGS, LLC and its subsidiaries
GPU POWER, INC. and its subsidiaries
GPU TELCOM SERVICES, INC. and its subsidiaries
GPU NUCLEAR, INC.
By:____________________________________
Xxxxxx X. Xxxxxx
Vice President & Controller
MYR GROUP, INC. and its subsidiaries
By:____________________________________
Xxxxxxx X. Xxxxxxxx
Senior Vice President, Chief Financial Officer
& Treasurer
