EXHIBIT 10-3 FORM OF TRUST INDENTURE

                                                                                                                                                     EXHIBIT 10.3

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.

A.  Pursuant to and in full compliance with the Constitution and laws of the State, particularly Chapter 6121 of the Ohio Revised Code, as amended (the “Act”), the Issuer has determined to issue and sell the State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Corp. Project) in the aggregate principal amount of $90,140,000 (the “Bonds”) and to lend the proceeds to be derived from the sale thereof to FirstEnergy Generation Corp. (the “Company”), pursuant to a Waste Water Facilities Loan Agreement dated as of April 1, 2006 (the “Agreement”) between the Issuer and the Company, to assist the Company in the refunding of the Refunded Bonds (as defined in the Agreement), outstanding in the aggregate principal amount of $90,140,000, the proceeds of which were loaned by the Issuer to an Affiliate of the Company to assist that Affiliate in the refinancing of a portion of the cost of acquiring, constructing and installing certain facilities comprising “waste water facilities” as defined in Section 6121.01 of the Ohio Revised Code and generally described in Exhibit A to the Agreement (the “Project”). The Issuer has heretofore found and hereby confirms that the Project is a “waste water facility” for purposes of the Act and will promote the public purposes of the Act.

B.  The Agreement provides that to finance a portion of the costs of refunding the Refunded Bonds, the Issuer will issue and sell the Bonds; that the Issuer will loan the proceeds of the Bonds to the Company, to be repaid at such times and in such amounts as, and bearing interest over the life of, the Bonds, so that such payments equal the payments of debt service on the Bonds; that to evidence such repayment obligation, the Company will deliver to the Trustee, concurrently with the issuance of the Bonds hereunder, the Company’s nonnegotiable promissory Waste Water Facilities Note, Series 2006-A dated the Date of the Bonds (as defined herein) in the aggregate principal amount of $90,140,000 (the “Note”).

C.  The Company is causing to be delivered to the Trustee an irrevocable letter of credit dated the date of original issuance of the Bonds (together with any substitute or replacement letter of credit issued by the Bank, the “Letter of Credit”) issued by Barclays Bank PLC, acting through its New York Branch (the “Bank”), in an amount equal to the principal amount of the Bonds plus an amount equal to 36 days’ interest on the Bonds computed at an assumed rate of ten percent (10%) per annum and expiring on April 1, 2011. The Bank will be entitled to reimbursement by the Company for all amounts drawn under the Letter of Credit pursuant to a Letter of Credit and Reimbursement Agreement dated as of April 3, 2006, among the Company, the Bank, KeyBank National Association, as syndication agent, and the participating banks listed therein, a copy of which has been delivered to the Trustee.

D.  Banc of America Securities LLC will be the Remarketing Agent (the “Remarketing Agent”) for the Bonds.

E.  The execution and delivery of this Indenture, the issuance and sale of the Bonds and the refunding and redemption of the Refunded Bonds have been in all respects duly and validly authorized by resolution duly adopted by the Issuer.

F.  The Bonds are to be in substantially the following form:

No. ____________                                                                                                                                                                                                                $

Registered Owner:

Principal Sum:

THE STATE OF OHIO (the “State”), a state of the United States of America, by the Ohio Water Development Authority (the “Issuer”), a body corporate and politic organized and existing under the Constitution and laws of the State, for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Owner named above, or registered assigns, the Principal Sum stated above on the Maturity Date stated above, unless this Bond shall have been called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, upon surrender hereof, and to pay (but only out of the sources hereinafter mentioned) to such Registered Owner, interest thereon from the last date to which interest has accrued and been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Date of the Bonds set forth above, until payment of said principal sum has been made or provided for, at the interest rate determined from time to time for the permitted Interest Rate Modes in the manner described herein and in the Indenture referred to below and payable on the dates set forth herein and in the Indenture, commencing on the first such Interest Payment Date thereafter, and interest on overdue principal, and to the extent permitted by law, on overdue interest, as provided in the Indenture. Principal and interest shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Bond is registered at the close of business on the Regular Record Date for such interest or, in the case of an Interest Payment Date for a Commercial Paper Rate Period, on such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner at the close of business on such Regular Record Date and may be paid to the Person in whose name this Bond is registered at the close of business on the Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, or may be paid, at any time in any other lawful manner, all as more fully provided in the Indenture. The principal or redemption price of this Bond shall be paid upon presentation and surrender at the Designated Office of The Bank of New York Trust Company, N.A., or at the duly designated office of any duly appointed alternative or successor paying agent (the “Paying Agent”). Except when this Bond is registered in the name of a Depository (as defined in the Indenture), interest on this Bond shall be payable by check mailed by first class mail, postage prepaid to the registered owner of this Bond at such owner’s address as it appears on the Bond Register of the Issuer maintained by the Trustee; provided that if this Bond is registered in the name of other than a Depository and the Interest Rate Mode for this Bond is the Commercial Paper Rate, the Dutch Auction Rate, the Daily Rate or the Weekly Rate, interest payable on this Bond shall, at the written request of the registered owner received by the Bond Registrar at least one Business Day prior to the applicable Record Date (or on or prior to an Interest Payment Date if the Interest Rate Mode is the Commercial Paper Rate), be payable to the registered owner in immediately available funds by wire transfer to a bank account of such registered owner within the United States or by deposit into a bank account maintained by the Paying Agent; provided further however that, if the Interest Rate Mode is the Commercial Paper Rate and this Bond is registered in the name of other than a Depository, interest on this Bond payable on the Interest Payment Date following the end of the Commercial Paper Rate Period shall be paid only upon presentation and surrender of this Bond at the Designated Office of the Paying Agent. When this Bond is registered in the name of a Depository or its nominee, interest is payable in same day funds delivered or transmitted to the Depository.

                                This Bond is one of a duly authorized series (the “Bonds”) limited in aggregate principal amount to $90,140,000 issued under a Trust Indenture, dated as of April 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), a national banking association duly organized and validly existing under the laws of the United States of America. The Bonds are issued by the Issuer pursuant to and in full compliance with the Constitution and laws of the State of Ohio, particularly Chapter 6121 of the Ohio Revised Code, as amended (the “Act”), in order to assist FirstEnergy Generation Corp. (the “Company”) in the refunding of the Refunded Bonds (as defined in the Agreement identified below), the proceeds of which were loaned by the Issuer to an Affiliate of the Company to assist that Affiliate in the refinancing of a portion of the cost of acquiring, constructing and installing certain facilities comprising “waste water facilities” as defined in Section 6121.01 of the Ohio Revised Code (the “Project”), all as set forth in the Agreement.

THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS ARE PAYABLE SOLELY AND EXCLUSIVELY FROM THE REVENUES AND FUNDS PLEDGED FOR THEIR PAYMENT PURSUANT TO THE INDENTURE. THE BONDS ARE SPECIAL OBLIGATIONS OF THE STATE, ISSUED BY THE ISSUER AND ARE PAYABLE SOLELY FROM THE SOURCES REFERRED TO HEREIN. THE BONDS DO NOT CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF AND THE HOLDERS OR OWNERS OF THE BONDS HAVE NO RIGHT TO HAVE TAXES LEVIED BY THE GENERAL ASSEMBLY OF THE STATE OR TAXING AUTHORITY OF ANY POLITICAL SUBDIVISION OF THE STATE FOR THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER.

If an Event of Default (as defined in the Indenture) occurs, the principal of and all unpaid and accrued interest on all Bonds issued under the Indenture may become due and payable upon the conditions and in the manner and with the effect provided in the Indenture.

No recourse shall be had for the payment of the principal or redemption price of, or interest on, this Bond, or for any claim based hereon or on the Indenture, against any member, officer or employee, past, present or future, of the Issuer or of any successor body, as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise.

The Bonds are payable solely from payments on the Company’s Waste Water Facilities Note, Series 2006-A (the “Note”) dated the Date of the Bonds and delivered by the Company to the Trustee pursuant to a Waste Water Facilities Loan Agreement dated as of April 1, 2006 between the Issuer and the Company (the “Agreement”) and from any other moneys held by the Trustee under the Indenture for such purpose, including moneys drawn by the Trustee under the Letter of Credit referred to herein or such other Credit Facility, if any, as may then be held by the Trustee under the Indenture for the benefit of the registered owners of the Bonds. The Company has caused to be delivered to the Trustee an irrevocable, direct-pay, letter of credit (the “Letter of Credit”) issued by Barclays Bank PLC, acting through its New York Branch (the “Bank”). Pursuant to the Indenture, the Letter of Credit may be replaced by an Alternate Credit Facility or an Additional Credit Facility may be provided. The term “Credit Facility” includes both the Letter of Credit and any such Additional or Alternate Credit Facility and the term “Credit Facility Issuer” includes any issuer of any Credit Facility in effect at the relevant time. There shall be no other recourse against the State or the Issuer or any other property now or hereafter owned by either the State or the Issuer.

The Bonds are issuable only as fully registered bonds in authorized denominations and, except as hereinafter provided, registered in the name of The Depository Trust Company, New York, New York (“DTC”) or its nominee, which shall be considered to be the Bondholder for all purposes of the Indenture, including, without limitation, payment by the Issuer of principal or redemption price of and interest on the Bonds and receipt of notices and exercise of rights of Bondholders. There shall be a single Bond which shall be immobilized in the custody of DTC with the owners of book-entry interests in the Bonds (“book-entry interests”) having no right to receive Bonds in the form of physical securities or certificates. Ownership of book-entry interests shall be shown by book-entry on the system maintained and operated by DTC, its participants (the “Participants”) and certain Persons acting through the Participants. Transfers of ownership of book-entry interests are to be made only by DTC and the Participants by that book-entry system, the Issuer and the Trustee having no responsibility therefor. DTC is to maintain records of the positions of Participants in the Bonds, and the Participants and Persons acting through Participants are to maintain records of the purchasers and owners of book-entry interests. The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Issuer.

If any Depository determines not to continue to act as a Depository for the Bonds for use in a book-entry system, the Issuer may attempt to have established a securities depository/book-entry system relationship with another qualified Depository under the Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of the book-entry interests by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form in authorized denominations to the assignees of the Depository or its nominee, at the cost and expense (including costs of printing or otherwise preparing and delivering replacement Bonds), if the event is not the result of Issuer action or inaction, of those Persons requesting such authentication and delivery.

Except as otherwise specified in the Indenture, this Bond is entitled to the benefits of the Indenture equally and ratably both as to principal (and redemption price) and interest with all other Bonds issued and Outstanding under the Indenture. Reference is made to the Indenture for a description of the rights of the registered owners of the Bonds; the rights and obligations of the Issuer; the rights, duties and obligations of the Trustee; the provisions relating to amendments to and modifications of the Indenture; and for the meaning of capitalized terms not otherwise defined herein. The registered owner of this Bond shall have no right to enforce the provisions of the Indenture, the Agreement or the Note, or to institute action to enforce the covenants thereof or rights or remedies thereunder except as provided in the Indenture.

This Bond shall bear interest at the interest rate or rates determined for the “Interest Rate Mode” (as described more fully in Section 2.02 of the Indenture) selected from time to time by the Company. Until a Conversion to a different Interest Rate Mode is specified by the Company or until the Maturity Date stated above, the Interest Rate Mode for this Bond is as specified above. The Company may from time to time change the Interest Rate Mode for the Bonds, in whole or in part, to any other permitted Interest Rate Mode in accordance with the terms of the Indenture. The “Interest Rate Modes” which may be selected are as follows: (i) a Daily Rate in which the interest rate is determined each Business Day; (ii) a Weekly Rate in which the interest rate is determined on the day preceding each Weekly Rate Period or, if such day is not a Business Day, on the next succeeding Business Day; (iii) a Semi-Annual Rate in which the interest rate is determined not later than the Business Day preceding each Semi-Annual Rate Period; (iv) an Annual Rate in which the interest rate is determined not later than the Business Day preceding each Annual Rate Period; (v) a Two-Year Rate in which the interest rate is determined not later than the Business Day preceding each Two-Year Rate Period; (vi) a Three-Year Rate in which the interest rate is determined not later than the Business Day preceding each Three-Year Rate Period; (vii) a Five-Year Rate in which the interest rate is determined not later than the Business Day preceding each Five-Year Rate Period; (viii) a Long-Term Rate for a period selected by the Company of more than one year ending on the day preceding an Interest Payment Date, in which the interest rate is determined not later than the Business Day preceding such Long-Term Rate Period; (ix) a Commercial Paper Rate for Commercial Paper Rate Periods of one (1) day to not more than two hundred seventy (270) days (or such lower maximum number as is then permitted under the Indenture) ending on a day preceding a Business Day selected by the Remarketing Agent in which the interest rate is determined on the first day of such Commercial Paper Rate Period; and (x) a Dutch Auction Rate in which the interest rate for a Dutch Auction Rate Period is determined pursuant to the Dutch Auction Procedures set forth in the Indenture.

Interest on this Bond at the interest rate or rates for the Daily Rate and the Weekly Rate is payable on the first Business Day of each month; for the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate on May 15 and November 15, provided, however, if any May 15 or November 15 which is a Conversion Date for conversion to the Daily Rate, the Weekly Rate or the Commercial Paper Rate, is not a Business Day, then the first Business Day immediately succeeding such May 15 or November 15, as applicable; for the Commercial Paper Rate on the first Business Day following the last day of each Commercial Paper Rate Period for such Bond; for the Dutch Auction Rate, (i) for an Auction Period of 91 days or less, the Business Day immediately succeeding the last day of such Auction Period and (ii) for an Auction Period of more than 91 days, each 13th weekly anniversary of the day immediately following the first day of such Auction Period and the Business Day immediately succeeding the last day of such Auction Period (in each case it being understood that in those instances where the immediately preceding Auction Date falls on a day that is not a Business Day, the Interest Payment Date with respect to the succeeding Auction Period shall be one Business Day immediately succeeding the next Auction Date); and, for each Interest Rate Mode, on the Conversion Date to another Interest Rate Mode or on the effective date of a change in the Long-Term Rate Period. In any case, the final Interest Payment Date shall be the Maturity Date. Interest on this Bond shall be computed on the basis of a year of 365 or 366 days, as appropriate for the actual number of days elapsed, unless the Interest Rate Mode is the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, in which case interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months, or unless the Interest Rate Mode is the Dutch Auction Rate, in which case interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. The interest rate or rates for each Interest Rate Mode (and, if the Interest Rate Mode is the Commercial Paper Rate, the Commercial Paper Rate Periods) for this Bond shall be determined by the Remarketing Agent on the dates and at such times as specified in Section 2.02 of the Indenture. Except for the Dutch Auction Rate, each interest rate determined by the Remarketing Agent shall be the minimum rate of interest necessary, in the judgment of the Remarketing Agent taking into account Prevailing Market Conditions, to enable the Remarketing Agent to sell this Bond at a price equal to the principal amount hereof, plus accrued interest, if any. Notwithstanding the foregoing, the interest rate borne by this Bond shall not exceed the lesser of (i) twelve percent (12%) per annum and (ii) so long as the Bonds are entitled to the benefit of a Credit Facility, the maximum interest rate specified in the Credit Facility.

In the event that the interest rate or rates for an Interest Rate Mode (other than the Commercial Paper Rate and the Dutch Auction Rate) are not or cannot be determined for whatever reason, the Interest Rate Mode on the Bonds shall be converted automatically to the Weekly Rate (without the necessity of complying with the requirements in the Indenture relating to conversions, including, but not limited to, the requirement of mandatory purchase) and the interest rate shall be equal to the Municipal Index; provided that if any of the Bonds are then in a Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period, the Bonds shall bear interest at a Weekly Rate, but only if there is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, if any, the Company and the Remarketing Agent an opinion of Bond Counsel to the effect that so determining the interest rate to be borne by Bonds at a Weekly Rate is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If such opinion is not delivered, the Bonds will bear interest for a Rate Period of the same length as the immediately preceding Rate Period at the interest rate which was in effect for the preceding Rate Period (or, if shorter, a Rate Period ending on the day before the Maturity Date). Any mandatory purchase of such Bonds will remain effective.

As long as the Interest Rate Mode on the Bonds is the Daily Rate or the Weekly Rate, the Trustee shall be entitled under the Letter of Credit to draw up to an amount equal to the principal of the outstanding Bonds plus an amount equal to 36 days’ interest on the Bonds computed at the assumed maximum rate of ten percent (10%) per annum to pay principal or the purchase price of and interest on the Bonds (other than Bonds held pursuant to Section 5.05 of the Indenture or otherwise registered in the name of the Company) on or prior to April 1, 2011, or, under certain circumstances, such earlier or later date as may be provided by the Letter of Credit.

Subject to the provisions of the Indenture, the Company may, but is not required to, provide another Credit Facility upon the cancellation, termination or expiration of the Letter of Credit or the then current Credit Facility. As described below, this Bond will become subject to mandatory purchase upon the cancellation, termination or expiration of that Credit Facility.

Whenever the Interest Rate Mode for this Bond is the Dutch Auction Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof plus accrued interest, if any, on the Business Day immediately succeeding any Auction Date. Whenever the Interest Rate Mode for this Bond is the Daily Rate, the Weekly Rate or the Semi-Annual Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on any Interest Payment Date for this Bond. Whenever the Interest Rate Mode for this Bond is the Commercial Paper Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on the Interest Payment Date for such Commercial Paper Rate Period. Whenever the Interest Rate Mode is the Annual Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on the final Interest Payment Date for each Annual Rate Period. Whenever the Interest Rate Mode is the Two-Year Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on the final Interest Payment Date for each Two-Year Rate Period. Whenever the Interest Rate Mode is the Three-Year Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on the final Interest Payment Date for each Three-Year Rate Period. Whenever the Interest Rate Mode is the Five-Year Rate, this Bond shall be subject to optional redemption, in whole or in part, at a redemption price of 100% of the principal amount hereof on the final Interest Payment Date for each Five-Year Rate Period. Whenever the Interest Rate Mode for this Bond is the Long-Term Rate, this Bond shall be subject to optional redemption, in whole or in part (i) on the final Interest Payment Date for such Long-Term Rate Period, at a redemption price equal to the principal amount hereof plus accrued interest, if any, to the date of redemption and (ii) during the then current Long-Term Rate Period at any time with accrued interest during the redemption periods and at the redemption prices set forth below.

If the Company has given notice of a change in the Long-Term Rate Period or notice of Conversion of the Interest Rate Mode for the Bonds to the Long-Term Rate and, at least forty (40) days prior to such change in the Long-Term Rate Period or such Conversion of an Interest Rate Mode for the Bonds to the Long-Term Rate, the Company has provided (i) a certification of the Remarketing Agent to the Trustee and the Issuer that the foregoing schedule is not consistent with Prevailing Market Conditions and (ii) an opinion of Bond Counsel that a change in the redemption provisions will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, the foregoing redemption periods and redemption prices may be revised, effective as of the date of such change in the Long-Term Rate Period or the Conversion Date, as determined by the Remarketing Agent in its judgment, taking into account the then Prevailing Market Conditions, as set forth in such certification.

Whenever the Interest Rate Mode for this Bond is the Long-Term Rate, this Bond shall also be subject to extraordinary optional redemption at any time, in whole, at a redemption price of 100% of the principal amount hereof, plus accrued interest to the date fixed for redemption, if any, if the Company has determined that:

(A)   any federal, state or local body exercising governmental or judicial authority has taken any action which results in the imposition of burdens or liabilities with respect to the Project, or any facilities serviced thereby, rendering impracticable or uneconomical the operation of all or a substantial portion of the Project (or the facilities serviced thereby) by the Company including, without limitation, the condemnation or taking by eminent domain of all or a substantial portion of the Project or any facilities serviced thereby; or

(B)   changes in the economic availability of raw materials, operating supplies, or facilities or technological or other changes have made the continued operation of all or a substantial portion of the Project, or the operation of the facilities serviced thereby, uneconomical; or

(C)   all or a substantial portion of the Project has been damaged or destroyed to such an extent that it is not practicable or desirable to rebuild, repair or restore such Project; or

(D)   as a result of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or by legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) after any contest thereof by the Company in good faith, the Indenture, the Agreement, the Note or the Bonds shall become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in the Indenture or the Agreement; or

(E)   any court or administrative body shall enter a judgment, order or decree, or shall take administrative action, requiring the Company to cease all or any substantial part of its operations served by the Project to such extent that the Company is or will be prevented from carrying on its normal operations at the facilities being served by such Project for a period of at least six (6) consecutive months; or

(F)   the Company has terminated operations at the facilities being served by the Project;

provided that any such redemption shall be made not more than one (1) year from the date of such determination by the Company.

Bonds subject to optional redemption may be purchased in lieu of redemption on the applicable redemption date at a purchase price equal to 100% of the principal amount thereof, plus accrued interest thereon to, but not including, the date of such purchase, if the Trustee has received a written request from the Company on or before the Business Day prior to the date the Bonds would otherwise be subject to redemption specifying that moneys provided or to be provided by the Company shall be used to purchase such Bonds in lieu of redemption. While a Credit Facility is in place, any such purchase will be made from moneys received from a drawing on such Credit Facility and applied as provided in the Indenture. In that instance, the date of such purchase shall be deemed to be a Purchase Date and the Bonds so purchased shall be deemed to be Pledged Bonds and shall be held by the Tender Agent pursuant to the Indenture.

The Bonds shall be subject to special mandatory redemption in whole (or in part, if, in the opinion of Bond Counsel, such partial redemption will preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds remaining Outstanding after such redemption) at any time at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date, if a “final determination” is made that the interest paid or payable on any Bond to other than a “substantial user” of the Project or a “related person” (within the meaning of to Section 147(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) is or was includable in the gross income of the owner thereof for federal income tax purposes under the Code, as a result of the failure of the Company to observe or perform any covenant, condition or agreement on its part to be observed or performed under the Agreement or the inaccuracy of any representation or warranty of the Company under the Agreement. A “final determination” shall be deemed to have occurred upon the issuance of a published or private ruling, technical advice or determination by the Internal Revenue Service or a judicial decision in a proceeding by any court of competent jurisdiction in the United States (from which ruling, advice, determination or decision no further right of appeal exists), in all cases in which the Company, at its expense, has participated or been a party or has been given the opportunity to contest the same or to participate or be a party, or receipt by the Company of an opinion of Bond Counsel to such effect obtained by the Company and rendered at the request of the Company. Any special mandatory redemption shall be made as soon as practicable but in any event not more than one hundred eighty (180) days from the date of such “final determination”; provided that, not later than sixty (60) days after a “final determination” is so made, the Company may advise the Trustee of the date, which shall be not later than the 180th day from the date of such “final determination”, on which the Bonds are to be redeemed. If no date is so specified, the Trustee shall establish a redemption date which shall be the 120th day, or if such day is not a Business Day, the next succeeding Business Day, following the delivery of notice to the Trustee of the making of a “final determination”. Any special mandatory redemption of less than all of the Bonds shall be made in such manner as the Trustee, with the advice of Bond Counsel, shall deem proper. If the Indenture has been released prior to the occurrence of a “final determination”, the Bonds will not be redeemed as described in this paragraph.

Any notice of redemption, identifying the Bonds or portions thereof to be redeemed, shall be given by first class mail to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register of the Issuer maintained by the Bond Registrar not more than ninety (90) days and not fewer than thirty (30) days (fifteen (15) days when the Interest Rate Mode for the Bonds is the Dutch Auction Rate) prior to the redemption date. If, at the time of the mailing of a notice of any optional redemption, the Trustee shall not have received moneys sufficient to redeem all the Bonds called for redemption, such redemption may be conditioned on, and such notice may state that it is conditional in that it is subject to, the receipt of such moneys by the Trustee not later than the redemption date, and such notice shall be of no effect unless such moneys are so received. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption and any accrued interest payable on the redemption date are on deposit with the Trustee or Paying Agent at that time.

This Bond shall be subject to mandatory purchase (i) on the effective date of (a) the Conversion of the Interest Rate Mode for this Bond or (b) a change by the Company of the length of the Long-Term Rate Period for this Bond, (ii) on the Business Day following the end of each Commercial Paper Rate Period, Annual Rate Period, Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period and Long-Term Rate Period, (iii) on the second day (or if such day is not a Business Day, the preceding Business Day) preceding the date of the cancellation or termination by the Trustee at the request of the Company of the then current Credit Facility, if any, or the 15th day (or if such day is not a Business Day, the preceding Business Day) preceding the stated expiration of the then current Credit Facility, if any, (iv) at the direction of the Credit Facility Issuer on the third Business Day after notice from the Credit Facility Issuer to the Trustee stating that an event of default has occurred and is continuing under the Reimbursement Agreement (as defined in the Indenture), and (v) if the Interest Rate Mode for this Bond is the Dutch Auction Rate, upon an assignment by the Company under Section 5.12 of the Agreement, on the last Interest Payment Date for the current Dutch Auction Rate Period, in each case, at a purchase price equal to 100% of the principal amount hereof, plus, if the Interest Rate Mode for this Bond is the Long-Term Rate, the optional redemption premium, if any, which would be payable if the Bonds were redeemed on such date, plus accrued interest, if any, to the Purchase Date; provided that no premium shall be paid as part of the purchase price upon a mandatory purchase described in either clause (iii) above resulting from the stated expiration of the term of the then current Credit Facility, if any, or clause (iv) above resulting from the direction of the Credit Facility Issuer of that then current Credit Facility, if any, that an event of default has occurred and is continuing under the Reimbursement Agreement for any such Credit Facility.

                   This Bond, or a portion hereof in an authorized denomination (provided that the portion of this Bond to be retained by the registered owner shall also be in an authorized denomination), shall be purchased on the demand of the registered owner hereof at the times and the prices set forth below for the applicable Interest Rate Mode; provided, that if the Interest Rate Mode for this Bond is the Dutch Auction Rate, Commercial Paper Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the registered owner shall have no right to demand purchase of this Bond. If the Interest Rate Mode for this Bond is the Daily Rate, this Bond shall be purchased on the demand of the registered owner hereof, on any Business Day at a purchase price equal to the principal amount hereof plus accrued interest, if any, to the Purchase Date upon written notice or electronic notice to the Tender Agent not later than 10:30 a.m. (New York City time) on such Business Day. If the Interest Rate Mode for this Bond is the Weekly Rate, this Bond shall be purchased on the demand of the registered owner hereof, on any Business Day at a purchase price equal to the principal amount hereof, plus accrued interest, if any, to the Purchase Date, upon written notice to the Tender Agent at or before 5:00 p.m. (New York City time) on a Business Day not later than the seventh day prior to the Purchase Date. If the Interest Rate Mode is the Semi-Annual Rate, this Bond shall be purchased on demand of the registered owner hereof, on any Interest Payment Date (or, if such Interest Payment Date is not a Business Day, on the next succeeding Business Day) at a purchase price equal to the principal amount hereof, plus accrued interest, if any, to the Purchase Date, upon written notice to the Tender Agent on a Business Day not later than 5:00 p.m. on the seventh day prior to the Purchase Date.

Any notice in connection with a demand for purchase of this Bond as set forth in the preceding paragraph hereof shall be given at the address of the Tender Agent designated to the Trustee and shall (A) state the number and principal amount (or portion hereof in an authorized denomination) of this Bond to be purchased; (B) state the Purchase Date on which this Bond shall be purchased and (C) irrevocably request such purchase and agree to deliver this Bond to the Tender Agent on the Purchase Date. ANY SUCH NOTICE SHALL BE IRREVOCABLE WITH RESPECT TO THE PURCHASE FOR WHICH SUCH DIRECTION WAS DELIVERED AND, UNTIL SURRENDERED TO THE TENDER AGENT, THIS BOND OR ANY PORTION HEREOF WITH RESPECT TO WHICH SUCH DIRECTION WAS DELIVERED SHALL NOT BE TRANSFERABLE. This Bond must be delivered (together with an appropriate instrument of transfer executed in blank with all signatures guaranteed and in form satisfactory to the Tender Agent) at the Designated Office of the Tender Agent at or prior to 12:00 noon New York City time on the date specified in the aforesaid notice in order for the owner hereof to receive payment of the purchase price due on such Purchase Date. NO REGISTERED OWNER SHALL BE ENTITLED TO PAYMENT OF THE PURCHASE PRICE DUE ON SUCH PURCHASE DATE EXCEPT UPON SURRENDER OF THIS BOND AS SET FORTH HEREIN. NOTWITHSTANDING THE FOREGOING, THIS BOND SHALL NOT BE PURCHASED IF THE BONDS HAVE BEEN DECLARED DUE AND PAYABLE PURSUANT TO THE INDENTURE. No purchase of Bonds pursuant to Section 5.01 of the Indenture shall be deemed to be a payment or redemption of such Bonds or any portion thereof within the meaning of the Indenture.

BY ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, (A) ON THE APPLICABLE PURCHASE DATE IN CONNECTION WITH THE EXPIRATION OF EACH COMMERCIAL PAPER RATE PERIOD, ANNUAL RATE PERIOD, TWO-YEAR RATE PERIOD, THREE-YEAR RATE PERIOD, FIVE-YEAR RATE PERIOD OR LONG-TERM RATE PERIOD FOR THIS BOND OR ON A CHANGE OF THE LONG-TERM RATE PERIOD OR ON CONVERSION OF THE INTEREST RATE MODE OF THIS BOND OR ANY CANCELLATION, TERMINATION OR EXPIRATION OF ANY CREDIT FACILITY WHICH MAY THEN BE IN EFFECT OR AT THE DIRECTION OF ANY SUCH CREDIT FACILITY ISSUER AS DESCRIBED ABOVE OR IF THE INTEREST RATE MODE FOR THIS BOND IS THE DUTCH AUCTION RATE, UPON AN ASSIGNMENT BY THE COMPANY UNDER SECTION 5.12 OF THE AGREEMENT OR (B) ON ANY PURCHASE DATE SPECIFIED BY THE REGISTERED OWNER HEREOF IN THE EXERCISE OF THE RIGHT TO DEMAND PURCHASE OF THIS BOND AS DESCRIBED ABOVE. IN SUCH EVENT, THE REGISTERED OWNER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER INTEREST HEREON AND SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT TO PAYMENT OF THE PURCHASE PRICE HELD THEREFOR.

The initial Remarketing Agent under the Indenture is Banc of America Securities LLC. The initial Tender Agent under the Indenture is The Bank of New York Trust Company, N.A. On or before the effective date of a Conversion to a Dutch Auction Rate, a Market Agent and an Auction Agent are to be appointed in accordance with the Indenture. The Remarketing Agent, the Market Agent, the Tender Agent and the Auction Agent may be changed at any time in accordance with the Indenture.

The Bonds are issuable only as fully registered Bonds in the denominations of $5,000 and any integral multiple thereof except that Bonds authenticated when the Interest Rate Mode is the Daily Rate, the Weekly Rate, the Commercial Paper Rate or the Semi-Annual Rate shall be in denominations of $100,000 and any larger denomination constituting an integral multiple of $5,000 and except that Bonds authenticated when the Interest Rate Mode is the Dutch Auction Rate shall be in denominations of $5,000 and any integral multiple thereof. Subject to the limitations provided in the Indenture and upon payment of any tax or government charge, if any, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and in the same Interest Rate Mode.

This Bond is transferable by the registered owner hereof or his duly authorized attorney at the corporate trust office of the Bond Registrar, upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, subject to such reasonable regulations as the Issuer, the Tender Agent, the Trustee or the Bond Registrar may prescribe, and upon payment of any tax or other governmental charge incident to such transfer, PROVIDED, THAT, IF MONEYS FOR THE PURCHASE OF THIS BOND HAVE BEEN DEPOSITED WITH THE TENDER AGENT UNDER THE INDENTURE, THIS BOND SHALL NOT BE TRANSFERABLE TO ANYONE UNTIL DELIVERED TO THE TENDER AGENT AND PROVIDED FURTHER THAT NEITHER THE ISSUER NOR THE BOND REGISTRAR SHALL BE REQUIRED (i) TO REGISTER THE TRANSFER OF OR EXCHANGE ANY BOND DURING A PERIOD BEGINNING AT THE OPENING OF BUSINESS FIFTEEN (15) DAYS BEFORE THE DAY OF MAILING OF A NOTICE OF REDEMPTION OF BONDS SELECTED FOR REDEMPTION AND ENDING AT THE CLOSE OF BUSINESS ON THE DAY OF SUCH MAILING, (ii) TO REGISTER THE TRANSFER OF OR EXCHANGE ANY BOND SO SELECTED FOR REDEMPTION IN WHOLE OR IN PART, OR (iii) OTHER THAN PURSUANT TO ARTICLE V OF THE INDENTURE, TO REGISTER ANY TRANSFER OF OR EXCHANGE ANY BOND WITH RESPECT TO WHICH THE OWNER HAS SUBMITTED A DEMAND FOR PURCHASE IN ACCORDANCE WITH SECTION 5.01(a) OR WHICH HAS BEEN PURCHASED PURSUANT TO SECTION 5.01(b) OF THE INDENTURE. Upon any such transfer, a new Bond or Bonds in the same aggregate principal amount and in the same Interest Rate Mode will be issued to the transferee. Except as set forth in this Bond and as otherwise provided in the Indenture, the Person in whose name this Bond is registered shall be deemed the owner hereof for all purposes, and the Issuer, any Paying Agent, the Bond Registrar, the Tender Agent, the Remarketing Agent, the Market Agent, the Auction Agent and the Trustee shall not be affected by any notice to the contrary.

This Bond is not valid unless the Certificate of Authentication endorsed hereon has been executed by the manual signature of an authorized signatory of the Trustee.

IN WITNESS WHEREOF, the State of Ohio, by the Ohio Water Development Authority, has caused this Bond to be executed in its name by the facsimile signature of the Chairman and Vice Chairman of the Issuer, and the facsimile of the corporate seal of the Issuer to be printed hereon and attested by the facsimile signature of the Secretary-Treasurer of the Issuer, all as of the Date of the Bonds shown above.

This Bond is one of the Bonds described in the within mentioned Indenture.

Date of Authentication:

The following is a true copy of the text of the opinion rendered to the original purchasers of the Bonds by Squire, Sanders & Dempsey L.L.P. in connection with the original issuance of the Bonds. That opinion is dated as of and premised on the transcript of proceedings examined and the law in effect on the date of original delivery of the Bonds. A signed copy of the opinion is on file in this office.

[FORM OF ASSIGNMENT]

For value received, the undersigned hereby sells, assigns and transfers unto ______________________________ the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________, attorney to transfer the said bond on the Bond Register, with full power of substitution in the premises.

Dated:  _______________          

Social Security Number or

Employer Identification

Number of Transferee:         

Signature guaranteed:   ____________________________
Signature must be guaranteed by a

member of an approved Signature

Guarantee Medallion Program.

[FORM OF ABBREVIATIONS]

The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations.

UNIFORM TRANSFERS TO MIN ACT - ___________________ Custodian ________________

                   (Cust)                              (Minor)

under Uniform Transfers to Minors Act _______________________

                                      (State)

Additional abbreviations may also be used though not in the above list.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of CEDE & CO. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.

[End of Form of Bond]

G.  In connection with the issuance of the Bonds, the Company has executed and delivered to the Trustee the Note.

H. The Company has caused to be delivered to the Trustee the Letter of Credit.

I.  The execution and delivery of the Bonds and of this Indenture have been duly authorized and all things necessary to make the Bonds, when executed by the Issuer and authenticated by the Trustee, valid and binding legal obligations of the State and to make this Indenture a valid and binding agreement have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to provide for the payment of principal or redemption price (as the case may be) in respect of all Bonds issued and Outstanding under this Indenture, together with interest thereon, the rights of the Bondholders, and the performance of the covenants contained in said Bonds and herein, the Issuer has caused the Company to deliver the Note to the Trustee and the Issuer does hereby assign forever all rights in the Credit Facility Account and sell, assign, transfer, set over and pledge unto the Trustee, its successors in the trust and its assigns forever: (1) all of the other rights, title and interests of the Issuer in and to the “Revenues” as hereinafter defined; (2) all rights of the Issuer under the Agreement (except the Issuer’s rights under Sections 5.4 and 5.5 thereof); and (3) all of the right, title and interest of the Issuer in the Note and the moneys payable thereunder.

TO HAVE AND TO HOLD in trust, nevertheless, first  for the equal and ratable benefit and security of all present and future holders of the Bonds issued and to be issued under the Indenture, without preference, priority or distinction as to lien or otherwise (except as herein expressly provided), of any one Bond over any other Bond, and second , for the benefit of any Credit Facility Issuer (as defined herein), upon the terms and subject to the conditions hereinafter set forth.

In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine and the neuter, and the following terms shall have the meanings specified (other than in the form of Bond) in the foregoing recitals:

In addition, the following terms shall have the meanings specified in this Article, unless the context otherwise requires:

“Additional Credit Facility” means any direct pay letter of credit or other credit enhancement or support facility delivered to the Trustee pursuant to Section 7.03 to pay any portion of the principal or redemption or purchase price of, or interest on, the Bonds while another Credit Facility is then in effect.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. With respect to Bonds bearing interest at the Dutch Auction Rate, that term shall mean any Person known to the Auction Agent to be controlled by, in control of or under common control with the Company; provided that no Broker-Dealer shall be deemed an Affiliate solely because a director or executive officer of such Broker-Dealer or of any Person controlling, controlled by or under common control with such Broker-Dealer is also a director of the Company.

“After-Tax Equivalent Rate”   shall mean on any date of determination the interest rate per annum equal to the product of (x) the Commercial Paper/Treasury Rate on such date and (y) 1.00 minus the highest tax rate bracket (expressed in decimals) applicable in the then current taxable year on the taxable income of every corporation as set forth in Section 11 of the Code or any successor section without regard to any minimum additional tax provision or provisions regarding changes in rates during such taxable year on such date.

“Agent Member”   shall mean a member of, or participant in, DTC.

“Alternate Credit Facility” means any direct pay letter of credit or other credit enhancement or support facility delivered to the Trustee pursuant to Section 7.03 other than an Additional Credit Facility and may include any combination of such facilities.

“Annual Rate” means the Interest Rate Mode for the Bonds in which the interest rate on the Bonds is determined in accordance with Section 2.02(c)(v).

“Annual Rate Period” means the period beginning on, and including, the Conversion Date to the Annual Rate and ending on, and including, the day next preceding the second Interest Payment Date thereafter and each successive twelve (12) month period (or portion thereof) thereafter until the day preceding Conversion to a different Interest Rate Mode or the maturity of the Bonds.

                “Applicable Percentage” shall mean on any date of determination the percentage determined as set forth below (as such percentage may be adjusted pursuant to Section 2.12(a)) based on the prevailing rating of the Bonds in effect at the close of business on the Business Day immediately preceding such date of determination:

For purposes of this definition, the prevailing rating of the Bonds will be (a) AAA/Aaa, if the Bonds have a rating of AAA by S&P and a rating of Aaa by Moody’s,  (b) if not AAA/Aaa, then AA/Aa if the Bonds have a rating of AA- or better by S&P and a rating of Aa3 or better by Moody’s, (c) if not AAA/Aaa or AA/Aa, then A/A if the Bonds have a rating of A- or better by S&P and a rating of A3 or better by Moody’s,  (d) if not AAA/Aaa,  AA/Aa or A/A, then BBB/Baa, if the Bonds have a rating of BBB- or better by S&P and a rating of Baa3 or better by Moody’s, and (e) if not AAA/Aaa,  AA/Aa,  A/A or BBB/Baa, then Below BBB/Baa.

“Auction” shall mean each periodic implementation of the Dutch Auction Procedures.

“Auction Agent Agreement” means any agreement of the Company with an Auction Agent and which provides that it shall be deemed to be an Auction Agent Agreement for the purpose of this Indenture.

“Auction Agent” shall mean the auction agent appointed in accordance with Section 13.04.

“Auction Date” shall mean the date established by the Market Agent on or before the effective date of a Conversion to a Dutch Auction Period, and with respect to each Auction Period thereafter the last day of the week (which day of the week shall be such day established by the Market Agent on or before the effective date of a Conversion to a Dutch Auction Period) of the immediately preceding Auction Period or, if such last day is not a Business Day, the next succeeding Business Day. The Market Agent shall furnish such information in writing to the Company, the Trustee, the Bond Insurer, the Auction Agent, the Issuer and DTC on or before the effective date of a Conversion to a Dutch Auction Period.

“Auction Period” shall mean, during a Dutch Auction Rate Period, the last Interest Payment Date for the immediately preceding Auction Period, Daily Rate Period, Weekly Rate Period, Semi-Annual Rate Period, Annual Rate Period, Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period, Long-Term Rate Period or Commercial Paper Rate Period, as the case may be, to and including the earliest of (i) the day next preceding the Maturity Date of the Bonds, (ii) the day next preceding the last Interest Payment Date in respect of each Auction Period and (iii) the last day of such Dutch Auction Rate Period.

“Authenticating Agent” means the Trustee and, if appointed pursuant to Section 2.05, the Bond Registrar for the Bonds, each of which shall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934, as amended.

“Authorized Newspaper” means a financial journal or newspaper, including without limitation The Bond Buyer and any successor thereto, in English customarily published each business day and generally circulated in the financial community in the Borough of Manhattan, City and State of New York.

“Available Auction Bonds” shall have the meaning set forth in Section 2.12(e).

“Bankruptcy Counsel” means nationally recognized counsel experienced in bankruptcy matters as selected by the Company.

“Bid” shall have the meaning set forth in Section 2.12(c).

“Bidder” shall have the meaning set forth in Section 2.12(c).

“Bond” or “Bonds” means any bond or bonds authenticated and delivered under this Indenture.

“Bond Counsel” means an attorney-at-law or a firm of attorneys of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States of America.

“Bond Fund” means the fund so designated which is established pursuant to Section 6.02.

“Bond Insurer” means the issuer of any bond insurance policy then in effect for the Bonds. References to the Bond Insurer in this Indenture shall be given no effect if there is no such bond insurance policy in effect for the Bonds.

“Bondholder” or “holder of Bonds” or “owner of Bonds” means the registered owner of any Bond.

“Bond Register” means the books kept and maintained by the Bond Registrar for registration and transfer of Bonds pursuant to Section 2.03.

“Bond Registrar” means the registrar of the Bonds pursuant to Section 2.03.

“Bond Year” means, during the period while Bonds remain outstanding, the annual period provided for the computation of Excess Earnings under Section 148(f) of the Code.

“Book-Entry Form” or “Book-Entry System” means a form or system, as applicable, under which physical Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Bondholder, with the physical Bond certificates held by and “immobilized” in the custody of the Depository and the book-entry system maintained by and the responsibility of others than the Issuer or the Trustee is the record that identifies and records the transfer of the interests of the owners of book-entry interests in those Bonds.

“Broker-Dealer” shall mean any entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Dutch Auction Procedures (i) that is an Agent Member (or an affiliate of an Agent Member), (ii) that has been selected by the Company with the consent of the Auction Agent and (iii) that has entered into a Broker-Dealer Agreement with the Auction Agent that remains effective.

“Broker-Dealer Agreement” shall mean each agreement between a Broker-Dealer and the Auction Agent, pursuant to which a Broker-Dealer, among other things, agrees to participate in Auctions as set forth in the Dutch Auction Procedures, and which provides that it shall be deemed to be a Broker-Dealer Agreement for the purpose of this Indenture.

“Business Day” means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city or cities in which the Designated Offices of the Trustee, the Tender Agent or the Paying Agent or the office of the Credit Facility Issuer which will honor draws upon any such Credit Facility, are located are authorized by law or executive order to close or (ii) a day on which the New York Stock Exchange, the Company or the Remarketing Agent is closed.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and, as applicable, under the Internal Revenue Code of 1954, as amended to the date of enactment of the Tax Reform Act of 1986. References to the Code and Sections of the Code include relevant applicable regulations and proposed regulations thereunder and under any successor provisions to those Sections, regulations or proposed regulations and, in addition, all revenue rulings, announcements, notices, procedures and judicial determinations under the foregoing applicable to the Bonds.

“Commercial Paper Dealer” shall mean the Market Agent.

“Commercial Paper/Treasury Rate”   shall mean on any date of determination (i) in the case of any Auction Period of less than 49 days, the interest equivalent of the 30-day rate, (ii) in the case of any Auction Period of 49 days or more but less than 70 days, the interest equivalent of the 60-day rate, (iii) in the case of any Auction Period of 70 days or more but less than 85 days, the arithmetic average of the interest equivalent of the 60-day and 90-day rates, (iv) in the case of any Auction Period of 85 days or more but less than 99 days, the interest equivalent of the 90-day rate, (v) in the case of any Auction Period of 99 days or more but less than 120 days, the arithmetic average of the interest equivalent of the 90-day and 120-day rates, (vi) in the case of any Auction Period of 120 days or more but less than 141 days, the interest equivalent of the 120-day rate, (vii) in the case of any Auction Period of 141 days or more but less than 162 days, the arithmetic average of the interest equivalent of the 120-day and 180-day rates, (viii) in the case of any Auction Period of 162 days or more but less than 183 days, the interest equivalent of the 180-day rate, and (ix) in the case of any Auction Period of 183 days or more, the Treasury Rate with respect to such Auction Period, which rates shall be, in all cases other than the Treasury Rate, rates on commercial paper with the specified maturities placed on behalf of issuers whose corporate bonds are rated AA by S&P or the equivalent of such rating by S&P, as made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the Business Day immediately preceding such date of determination, or in the event that the Federal Reserve Bank of New York does not make available any such rate, then the arithmetic average of such rates, as quoted on a discount basis or otherwise, by the Commercial Paper Dealer, to the Auction Agent for the close of business on the Business Day immediately preceding such date of determination.

If the Commercial Paper Dealer does not quote a commercial paper rate required to determine the Commercial Paper/Treasury Rate, the Commercial Paper/Treasury Rate shall be determined on the basis of such quotation or quotations furnished by the Substitute Commercial Paper Dealer selected by the Company to provide such quotation or quotations not being supplied by the Commercial Paper Dealer. For purposes of this definition, the “interest equivalent” of a rate stated on a discount basis (a “discount rate”) for commercial paper of a given day’s maturity shall be equal to the product of (A) 100 and (B) the quotient (rounded upwards to the next higher one-thousandth (.001) of 1%) of (x) the discount rate (expressed in decimals) and (y) the difference between (1) 1.00 and (2) a fraction the numerator of which shall be the product of the discount rate (expressed in decimals) times the number of days in which such commercial paper matures and the denominator of which shall be 360.

            “Commercial Paper Rate” means the Interest Rate Mode for Bonds in which the interest rate for such Bond is determined with respect to such Bond during each Commercial Paper Rate Period applicable to that Bond, as provided in Section 2.02(c)(i)(A).

“Commercial Paper Rate Period” means, with respect to any Bond bearing interest at a Commercial Paper Rate, each period, which may be from one (1) day to two hundred seventy (270) days (or such lower maximum number as is then permitted hereunder) determined for such Bond as provided in Section 2.02(c)(i)(B).

“Company Account” means the account of that name established in the Bond Fund pursuant to Section 6.02.

“Company Fund” shall have the meaning specified in Section 5.07.

“Conversion” means, with respect to a Bond, any conversion from time to time in accordance with the terms of this Indenture of that Bond, in whole or in part, from one Interest Rate Mode to another Interest Rate Mode.

“Conversion Date” means the date on which any Conversion becomes effective.

“Counsel” means an attorney at law or law firm satisfactory to the Trustee (who may be counsel for the Issuer or the Company, including an attorney at law who is an employee of the Company).

“Credit Facility” means the Letter of Credit delivered to the Trustee pursuant to Section 7.01 or any Alternate Credit Facility or any Additional Credit Facility delivered to the Trustee pursuant to Section 7.03. References to the Credit Facility in this Indenture shall be given no effect if there is no Credit Facility held by the Trustee pursuant to Article VII and no amounts remain owing to the Credit Facility Issuer.

“Credit Facility Account” means the account of that name established in the Bond Fund pursuant to Section 6.02.

“Credit Facility Issuer” means the Bank with respect to the Letter of Credit or the institution issuing any Alternate Credit Facility or Additional Credit Facility. “Designated Office” of the Bank means its principal office located at 222 Broadway in New York, New York. “Designated Office” of any other Credit Facility Issuer shall mean the office thereof designated in the corresponding Credit Facility and which shall mean, in the case of a foreign bank, the licensed branch or agency thereof in the United States which has issued the Credit Facility. References to the Credit Facility Issuer in this Indenture or the Agreement shall be given no effect if there is no Credit Facility held by the Trustee pursuant to Article VII and no amounts remain owing to the Credit Facility Issuer.

           “Credit Facility Proceeds Account” means the account of that name established in the Purchase Fund pursuant to Section 5.03.

“Custodian Agreement” means the Custodian and Pledge Agreement dated as of April 3, 2006 among the Company, the Bank and the Tender Agent, as amended from time to time, or any other agreement among the Company, a Credit Facility Issuer and the Tender Agent which provides that it shall be deemed to be a Custodian Agreement for purposes of this Indenture.

“Daily Rate” means the Interest Rate Mode for Bonds in which the interest rate on such Bonds is determined on each Business Day in accordance with Section 2.02(c)(ii).

“Daily Rate Period” means the period beginning on, and including, the Conversion Date of Bonds to the Daily Rate and ending on, and including, the day preceding the next Business Day and each period thereafter beginning on, and including, a Business Day and ending on, and including, the day preceding the next succeeding Business Day until the day preceding the earlier of the Conversion of such Bonds to a different Interest Rate Mode or the maturity of the Bonds.

“Date of the Bonds” means April 3, 2006.

“Defaulted Interest” shall have the meaning set forth in Section 2.06.

“Depository” means any securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry-system to record ownership of book-entry interests in Bonds, and to effect transfers of book-entry interests in Bonds in book-entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.

“Designated Office” of the Trustee means the designated office of the Trustee, which office at the date of acceptance by the Trustee of the duties and obligations imposed on the Trustee by this Indenture is located at 525 Vine Street, Suite 900, Cincinnati, Ohio 45202.

“DTC” means The Depository Trust Company, New York, New York, its successors and their assigns or if The Depository Trust Company or its successor or assign resigns from its functions as depository for the Bonds, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Bonds and which is selected by the Issuer, at the direction of the Company, with the consent of the Market Agent.

“Dutch Auction Procedures” shall mean the procedures set forth in Sections 2.12(c),  (d),  (e) and (f).

“Dutch Auction Rate” shall mean the interest rate to be determined for the Bonds pursuant to Section 2.12.

“Dutch Auction Rate Period” shall mean each period during which the Bonds bear interest at a Dutch Auction Rate.

“Electronic Notice” means notice transmitted through a time-sharing terminal, if operative as between any two parties, or if not operative, in writing, by facsimile transmission or by telephone (promptly confirmed in writing or by facsimile transmission).

                                 “Escrow Trustee” means J.P. Morgan Trust Company, National Association, and any successor Escrow Trustee under the Escrow Agreement.

“Event of Bankruptcy” means a petition by or against the Company or by the Issuer under any bankruptcy act or under any similar act which may be enacted which shall have been filed (other than bankruptcy proceedings instituted by the Company or the Issuer against third parties) unless such petition shall have been dismissed and such dismissal shall be final and not subject to approval.

“Event of Default” means any of the events described in Section 11.01.

“Excess Earnings” means, as of the date of any computation or for any period, an amount equal to the sum of (i) plus (ii) where:

(i)   is the excess of

(a)   the aggregate amount earned from the date of physical delivery of the Bonds by the Issuer in exchange for the purchase price of the Bonds to such date or for such period on all nonpurpose investments in which gross proceeds of the Bonds are invested (other than investments attributable to an excess described in this clause (i)), taking into account any gain or loss on the disposition of nonpurpose investments, over

(b)   the amount which would have been earned if the amount of the gross proceeds of the Bonds invested in such nonpurpose investments (other than investments attributable to an excess described in this clause (i)) had been invested at a rate equal to the yield on the Bonds; and

(ii)   is any income attributable to the excess described in clause (i), taking into account any gain or loss on the disposition of investments.

The sum of (i) plus (ii) shall be determined in accordance with Section 148(f) of the Code. As used herein, the terms “gross proceeds”, “nonpurpose investments” and “yield” have the meanings assigned to them for purposes of Section 148 of the Code.

“Existing Holder” shall mean, for purposes of each Auction, a Person who is listed as the beneficial owner of Bonds in the records of the Auction Agent as of the Regular Record Date in respect of the last Interest Payment Date for the Auction Period then ending.

“Failure to Deposit” means any failure to make the deposits required by Section 2.13 by the time specified therein.

“Fiscal Agent” shall have the meaning set forth in Section 6.05(a).

“Five-Year Rate” means the Interest Rate Mode for the Bonds in which the interest rate on the Bonds is determined in accordance with Section 2.02(c)(ix).

“Five-Year Rate Period” means the period beginning on, and including, the Conversion Date to the Five-Year Rate and ending on, and including, the day next preceding the tenth Interest Payment Date thereafter and each successive sixty (60) month period (or portion thereof) thereafter until the day preceding Conversion to a different Interest Rate Mode or the maturity of the Bonds.

“Governmental Obligations” means non-callable (a) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury), (b) obligations unconditionally guaranteed as to full and timely payment by the United States of America and (c) certificates or receipts representing direct ownership interests in future obligations of specified portions (such as future principal or future interest) of obligations described in (a) or (b), which obligations are held by a custodian in safekeeping on behalf of the owners of such certificates or receipts.

“Hold Order” shall have the meaning set forth in Section 2.12(c).

“Indenture” means this Trust Indenture as amended or supplemented at the time in question.

“Index”, on any date of determination, shall mean (1) the tax-exempt money market rate index for 30-day variable rate obligations prepared by the Market Agent published on The BLOOMBERG provided through Bloomberg Financial Markets of Bloomberg L.P., or on Dalcomp system on such date of determination or (ii) if such rate is not published by 9:00 a.m. , New York City time, on such date of determination, the interest index selected by the Market Agent representing the weighted average of the yield on tax-exempt commercial paper, or tax-exempt bonds bearing interest at a commercial paper rate or pursuant to a commercial paper mode, having a range of maturities or mandatory purchase dates between 25 and 36 days traded during the immediately preceding five Business Days.

“Interest Payment Date” means (a) (i) if the Interest Rate Mode is the Daily Rate or the Weekly Rate, the first Business Day of each month, (ii) if the Interest Rate Mode is the Commercial Paper Rate, the first Business Day following the last day of each Commercial Paper Rate Period for such Bond and (iii) if the Interest Rate Mode is the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, May 15 and November 15, provided, however, that if any May 15 or November 15 which is a Conversion Date for Conversion to the Daily Rate, the Weekly Rate or the Commercial Paper Rate, is not a Business Day, then the first Business Day immediately succeeding such May 15 or November 15, as applicable ; (b) when used with respect to Bonds bearing interest at a Dutch Auction Rate, (i) for an Auction Period of 91 days or less, the Business Day immediately succeeding the last day of such Auction Period and (ii) for an Auction Period of more than 91 days, each 13th weekly anniversary of the day immediately following the first day of such Auction Period and the Business Day immediately succeeding the last day of such Auction Period (in each case it being understood that in those instances where the immediately preceding Auction Date falls on a day that is not a Business Day, the Interest Payment Date with respect to the succeeding Auction Period shall be one Business Day immediately succeeding the next Auction Date); and (c) the Conversion Date or the effective date of a change to a new Long-Term Rate Period for such Bond. In any case, the final Interest Payment Date shall be the Maturity Date.

“Interest Period” means for any Bond the period from, and including, each Interest Payment Date for such Bond to, and including, the day next preceding the next Interest Payment Date for such Bond, provided, however, that the first Interest Period for any Bond shall begin on (and include) the Date of the Bonds and the final Interest Period shall end the day next preceding the Maturity Date of the Bonds.

“Interest Rate Mode” means the Commercial Paper Rate, the Daily Rate, the Dutch Auction Rate, the Weekly Rate, the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate.

“Long-Term Rate” means the Interest Rate Mode for Bonds in which the interest rate on such Bonds is determined in accordance with Section 2.02(c)(vi).

“Long-Term Rate Period” means any period established by the Company pursuant to Section 2.02(d)(i) and beginning on, and including, the Conversion Date of Bonds to the Long-Term Rate and ending on, and including, the day preceding the last Interest Payment Date for such period and, thereafter, each successive period, if any, of substantially the same duration as that established period until the day preceding the earliest of the change to a different Long-Term Rate Period, the Conversion of such Bonds to a different Interest Rate Mode or the maturity of the Bonds.

“Market Agent” shall mean the market agent appointed pursuant to Section 13.05, and its successors and their assigns.

“Maturity Date” means May 15, 2019.

“Maximum Dutch Auction Rate” shall mean on any date of determination (i) if such determination is in respect of an Auction with respect to a Standard Auction Period, and is made during a Standard Auction Period, the interest rate per annum equal to the lesser of (A) 12% and (B) the Applicable Percentage of the greater of (a) the After-Tax Equivalent Rate, as determined on such date with respect to a Standard Auction Period and (b) the Index on such date or (ii) if such determination is in respect of an Auction with respect to an Auction Period which is not of the same duration as the Auction Period then ending, the interest rate per annum equal to the lesser of (A) 12% and (B) the greatest of (a) the Applicable Percentage of the After-Tax Equivalent Rate, as determined on such date with respect to a Standard Auction Period, (b) the Applicable Percentage of the After-Tax Equivalent Rate, as determined on such date with respect to the Auction Period, if any, which is proposed to be established, (c) the Applicable Percentage of the After-Tax Equivalent Rate, as determined on such date with respect to the Auction Period then ending and (d) the Applicable Percentage of the Index on such date.

“Minimum Dutch Auction Rate” shall mean on any date of determination the interest rate per annum equal to the lesser of (i) 12%, (ii) 90% (as such percentage may be adjusted pursuant to Section 2.12(a)) of the After-Tax Equivalent Rate on such date and (iii) 90% of the Index on such date.

“Money Market Funds” shall have the meaning set forth in Section 8.02.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, with the consent of the Issuer. All notices to Moody’s shall be sent to 99 Church Street, New York, New York 10007, or to such other address as designated in writing by Moody’s to the Trustee.

“Municipal Index” means The Bond Market Association Municipal Swap Index™ as of the most recent date for which such index was published or such other weekly, high-grade index comprised of seven-day, tax-exempt variable rate demand notes produced by Municipal Market Data, Inc., or its successor, or otherwise designated by The Bond Market Association; provided, however, that, if such index is no longer provided by Municipal Market Data, Inc. or its successor, the “Municipal Index” shall mean such other reasonably comparable index selected by the Remarketing Agent.

            “Order” shall have the meaning set forth in Section 2.12(c).

“Outstanding” in connection with Bonds means, as of the time in question, all Bonds authenticated and delivered under the Indenture, except:

(A)   Bonds cancelled upon surrender, exchange or transfer, or cancelled because of payment or redemption at or prior to that time;

(B)   On or after any Purchase Date for Bonds (other than Pledged Bonds) pursuant to Article V hereof, all Bonds (or portions of Bonds) which have been purchased on such date, but which have not been delivered to the Tender Agent, provided that funds sufficient for such purchase are on deposit with the Tender Agent in accordance with the provisions hereof;

(C)   Bonds (other than Pledged Bonds), or any portion thereof, for the payment, redemption or purchase for cancellation of which sufficient moneys have been deposited and credited with the Trustee or Paying Agent on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of those Bonds); provided, that if any of those Bonds are to be redeemed prior to their maturity, notice of that redemption shall have been given or arrangements satisfactory to the Trustee shall have been made for giving notice of that redemption, or waivers by the affected Bondholders of that notice in form satisfactory to the Trustee shall have been filed with the Trustee;

(D)   Bonds, or any portion thereof, which are deemed to have been paid and discharged or caused to have been paid and discharged pursuant to the provisions of Article XVI hereof;

(E)   Bonds paid pursuant to Section 2.09 hereof; and

(F)   Bonds in lieu of which others have been authenticated under Article II of this Indenture.

In determining whether the owners of a requisite aggregate principal amount of Bonds have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Bonds which are held by or on behalf of the Company or any Affiliate (unless all of the Outstanding Bonds, other than Pledged Bonds, are then owned by the Company or any Affiliate) shall be disregarded for the purpose of any such determination; provided that only those Bonds which a responsible officer of the Trustee actually knows to be so held shall be so disregarded and provided further that Bonds delivered to the Tender Agent pursuant to Section 5.04(a)(ii) shall not be so disregarded.

“Overdue Rate” shall mean, on any date of determination, the lesser of (i)  12% and (ii) the Applicable Percentage (determined as if the Bonds had a prevailing rating of Below BBB/Baa)  of the Index on such date.

“Paying Agent” or “Co-Paying Agent” means any national banking association, bank, bank and trust company or trust company appointed by the Issuer pursuant to Section 10.01 and shall initially be The Bank of New York Trust Company, N.A. “Designated Office” of any Paying Agent shall mean the office thereof designated in writing to the Trustee and the Credit Facility Issuer.

“Person” or words importing persons means firms, associations, partnerships (including without limitation, general and limited partnerships), societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons.

“Pledged Bonds” shall mean Bonds purchased pursuant to Sections 5.01(a) and 5.01(b) that are purchased from moneys received by the Tender Agent from a demand for payment under the Credit Facility, if any, then in effect until subsequently remarketed pursuant to Section 5.02.

“Potential Holder” means any Person, including any Existing Holder, who may be interested in acquiring the beneficial ownership of Bonds during a Dutch Auction Rate Period or, in the case of an Existing Holder thereof, the beneficial ownership of an additional principal amount of Bonds during a Dutch Auction Rate Period.

“Prevailing Market Conditions” means, without limitation, the following factors: existing short-term market rates for securities, the interest on which is excluded from gross income for federal income tax purposes; indexes of such short-term rates; the existing market supply and demand and the existing yield curves for short-term and long-term securities for obligations of credit quality comparable to the Bonds, the interest on which is excluded from gross income for federal income tax purposes; general economic conditions, economic conditions in the electric utilities industry and financial conditions that may affect or be relevant to the Bonds; and such other facts, circumstances and conditions as the Remarketing Agent, in its sole discretion, shall determine to be relevant to the remarketing of the Bonds at the principal amount thereof.

“Purchase Agreement” means the Bond Purchase Agreement dated March 31, 2006 between the Issuer and the underwriter or underwriters identified therein (collectively, the “Underwriter”) providing for the sale of the Bonds to the Underwriter.

“Purchase Date” means (i) if the Interest Rate Mode is the Daily Rate or the Weekly Rate, any Business Day as set forth in Section 5.01(a)(i) and Section 5.01(a)(ii), respectively, (ii) if the Interest Rate Mode is the Semi-Annual Rate, any Interest Payment Date or, if such Interest Payment Date is not a Business Day, the next Business Day, and (iii) each day that such Bond is subject to mandatory purchase pursuant to Section 5.01(b); provided, however, that the date of the stated maturity of the Bonds shall not be a Purchase Date.

“Purchase Fund” means the fund so designated which is established pursuant to Section 5.03.

“Rate Period” means any period during which a single interest rate is in effect for a Bond.  

“Rating Agency” means Moody’s, S&P and any other nationally recognized securities rating agency which has assigned a rating on the Bonds.

“Rebate Fund” means the Rebate Fund created in Section 6.04.

“Record Date” means, as the case may be, the applicable Regular or Special Record Date.

“Regular Record Date” means (a) with respect to any Interest Period during which the Interest Rate Mode is the Daily Rate or the Weekly Rate, the close of business on the last Business Day of such Interest Period, (b) with respect to any Interest Period during which the Interest Rate Mode is the Dutch Auction Rate, the second Business Day preceding an Interest Payment Date for such Interest Period, and (c) with respect to any Interest Period during which the Interest Rate Mode is the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the last day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date for such Interest Period.

“Reimbursement Agreement” means the Letter of Credit and Reimbursement Agreement, dated as of April 3, 2006, among the Company, the Bank, KeyBank National Association, as syndication agent, and the participating banks listed therein, as the same may be amended from time to time, and any other agreement of the Company with a Credit Facility Issuer setting forth the obligations of the Company to such Credit Facility Issuer arising out of any payments under a Credit Facility and which provides that it shall be deemed to be a Reimbursement Agreement for the purpose of this Indenture.

“Remarketing Agent” means Banc of America Securities LLC, and its successor or successors as provided in Section 13.01. “Principal Office” of the Remarketing Agent means the office or offices designated in writing to the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer and the Company.

“Remarketing Agreement” means the Remarketing Agreement between the Company and the Remarketing Agent, as the same may be amended from time to time, and any remarketing agreement between the Company and a successor Remarketing Agent.

“Remarketing Proceeds Account” means the account of that name established in the Purchase Fund pursuant to Section 5.03.

“Representation Letter” means, respectively, the Blanket Issuer Letter of Representations from the Issuer to DTC and the Operational Arrangements Letter of Representations from the Trustee to DTC, and whereby the Issuer and the Trustee have each respectively agreed to comply with the requirements stated in DTC’s Operational Arrangements with respect to the Bonds.

“Revenues” means (a) all amounts payable to the Trustee with respect to the principal or redemption price of, or interest on, the Bonds (i) upon deposit in the Bond Fund from the proceeds of obligations issued by the Issuer to refund the Bonds; (ii) by the Company under the Agreement and the Note, and (iii) by the Credit Facility Issuer under a Credit Facility, if any; and (b) investment income in respect of the foregoing moneys held by the Trustee in the Bond Fund. The term “Revenues” does not include any moneys or investments in the Rebate Fund, the Purchase Fund or the Company Fund.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies and its successors and assigns, and, if such division shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, with the consent of the Issuer. All notices to S&P shall be sent to 55 Water Street, New York, New York 10041-0003, Attention: LOC Surveillance, or to such other address as designated in writing by S&P to the Trustee.

“Sell Order” shall have the meaning set forth in Section 2.12(c).

“Semi-Annual Rate” means the Interest Rate Mode for the Bonds in which the interest rate on the Bonds is determined in accordance with Section 2.02(c)(iv).

“Semi-Annual Rate Period” means any period beginning on, and including, the Conversion Date to the Semi-Annual Rate and ending on, and including, the day preceding the first Interest Payment Date thereafter and each successive six month period thereafter until the day preceding Conversion to a different Interest Rate Mode or the maturity of the Bonds.

“Special Record Date” means such date as may be fixed for the payment of default interest in accordance with Section 2.06.

            “Standard Auction Period” initially shall mean an Auction Period of a certain number of days (such number of days being established by the Market Agent on or before the effective date of a Conversion to a Dutch Auction Period) and after the establishment of a different period pursuant to Section 2.12(b) shall mean such different period. The Market Agent shall furnish such information in writing to the Company, the Trustee, the Bond Insurer, the Auction Agent, the Issuer and DTC on or before the effective date of a Conversion to a Dutch Auction Period.

“Submission Deadline” means 1:00 p.m., New York City time, on any Auction Date or such other time on any Auction Date by which Brokers-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time.

“Submitted Bid” shall have the meaning set forth in Section 2.12(e).

“Submitted Hold Order” shall have the meaning set forth in Section 2.12(e).

“Submitted Order” shall mean have the meaning set forth in Section 2.12(e).

“Submitted Sell Order”‘ shall have the meaning set forth in Section 2.12(e).

“Substitute Commercial Paper Dealer” shall mean Credit Suisse First Boston Corporation or its affiliates or successors, if such Person is a commercial paper dealer, provided that neither such Person nor any of its affiliates or successors shall be a Commercial Paper Dealer.

“Substitute U.S. Government Securities Dealer” shall mean Credit Suisse First Boston Corporation, or its respective successors and their respective assigns.

“Sufficient Clearing Bids” shall have the meaning set forth in Section 2.12(e).

“Tender Agent” means the initial and any successor tender agent appointed in accordance with Section 13.02. “Designated Office” of the Tender Agent means the office thereof designated in writing to the Issuer, the Trustee, the Company, the Credit Facility Issuer and the Remarketing Agent.

“Three-Year Rate” means the Interest Rate Mode for the Bonds in which the interest rate on the Bonds is determined in accordance with Section 2.02(c)(viii).

“Three-Year Rate Period” means the period beginning on, and including, the Conversion Date to the Three-Year Rate and ending on, and including, the day next preceding the sixth Interest Payment Date thereafter and each successive thirty-six (36) month period (or portion thereof) thereafter until the day preceding Conversion to a different Interest Rate Mode or the maturity of the Bonds.

“Treasury Rate”   shall mean on any date of determination for any Auction Period, (i) the bond equivalent yield calculated in accordance with prevailing industry convention of the rate on the most recently auctioned direct obligations of the U.S. Government having a maturity at the time of issuance of 364 days or less with a remaining maturity closest to the length of such Auction Period as quoted in The Wall Street Journal on such date for the Business Day next preceding such date; or (ii) in the event that any such rate is not published by The Wall Street Journal , then the bond equivalent yield calculated in accordance with prevailing industry convention as calculated by reference to the arithmetic average of the bid price quotations of the most recently auctioned direct obligations of the U.S. Government  having a maturity at the time of issuance of 364 days or less with a remaining maturity closest to the length of such Auction Period, based on bid price quotations on such date obtained by the Auction Agent from the U.S. Government Securities Dealer; provided, that, if the U.S. Government Securities Dealer does not provide a bid price quotation required to determine the Treasury Rate, the Treasury Rate shall be determined on the basis of the quotation or quotations furnished by any Substitute U.S. Government Securities Dealer selected by the Company to provide such rate or rates not being supplied by the U.S. Government Securities Dealer.

“Two-Year Rate” means the Interest Rate Mode for the Bonds in which the interest rate on the Bonds is determined in accordance with Section 2.02(c)(vii).

“Two-Year Rate Period” means the period beginning on, and including, the Conversion Date to the Two-Year Rate and ending on, and including, the day next preceding the fourth Interest Payment Date thereafter and each successive twenty-four (24) month period (or portion thereof) thereafter until the day preceding Conversion to a different Interest Rate Mode or the maturity of the Bonds.

“U.S. Government Securities Dealer” means the Market Agent.

“Weekly Rate” means the Interest Rate Mode for the Bonds in which the interest rate on such Bonds is determined weekly in accordance with Section 2.02(c)(iii).

“Weekly Rate Period” means the period beginning on, and including, the Conversion Date of Bonds to the Weekly Rate and ending on, and including, the next Tuesday and thereafter the period beginning on, and including, any Wednesday and ending on, and including, the earliest of the following Tuesday, the day preceding the Conversion of such Bonds to a different Interest Rate Mode or the maturity of the Bonds.

“Winning Bid Rate” shall have the meaning set forth in Section 2.12(e).

Upon the effectiveness of an assignment and assumption under Section 5.12 of the Agreement, the assignee thereunder shall be deemed to be the “Company” hereunder.

The words “hereof”, “herein”, “hereto”, “hereby” and “hereunder” (except in the form of Bond) refer to the entire Indenture.

Every “request”, “order”, “demand”, “application”, “appointment”, “notice”, “statement”, “certificate”, “consent” or similar action hereunder by the Issuer shall, unless the form thereof is specifically provided, be in writing signed by the Chairman, Vice Chairman, Secretary-Treasurer or Executive Director of the Issuer.

Section 2.01.   Amounts and Terms; Issuance of Bonds . Except as provided in Section 2.09, the Bonds shall be limited to $90,140,000 in aggregate principal amount, and shall contain substantially the terms recited in the form of Bond above. All Bonds shall provide that principal or redemption price and interest in respect thereof shall be payable only out of the Revenues. The Issuer shall cause a copy of the text of the opinion of nationally recognized bond counsel to be printed on the Bonds and the Secretary-Treasurer of the Issuer shall certify to the correctness of the copy appearing on the Bonds by manual or facsimile signature. The Bonds shall be issued as fully registered bonds in printed, typewritten or xerographically reproduced form without coupons in authorized denominations. The Bonds shall be numbered from “R-1” upwards, or in such other manner as the Trustee shall direct. Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, “CUSIP” numbers may be printed on the Bonds. The Bonds may bear such other endorsement or legend satisfactory to the Trustee as may be required to conform to usage or law with respect thereto.

Section 2.02. Designation, Denominations and Maturity; Interest Rates .

(a)   The Bonds shall be designated “State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Corp. Project).” The Bonds shall be issuable only as fully registered Bonds in the denominations of $5,000 and any integral multiple thereof, provided that if the Interest Rate Mode for the Bonds is the Daily Rate, the Weekly Rate, the Commercial Paper Rate or the Semi-Annual Rate, the Bonds may be issued only in denominations of $100,000 and any larger denomination constituting an integral multiple of $5,000, and provided further that if the Interest Rate Mode for the Bonds is the Dutch Auction Rate, the Bonds may be issued only in denominations of $5,000 and any integral multiple thereof.

The Bonds shall be dated as of the Date of the Bonds. Each Bond shall bear interest from the last Interest Payment Date to which interest has accrued and has been paid or duly provided for, or if no interest has been paid or duly provided for, from the Date of the Bonds until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions of this Indenture, whether upon maturity, redemption or otherwise.

The Bonds shall mature on the Maturity Date.

(b)   Interest Rates on the Bonds . Except with respect to the Dutch Auction Rate, during each Interest Period for each Interest Rate Mode, the interest rate or rates for the Bonds shall be determined in accordance with Section 2.02(c) and shall be payable on an Interest Payment Date for such Interest Period; provided that the interest rate or rates borne by the Bonds shall not exceed the lesser of (i) twelve percent (12%) per annum and (ii) so long as the Bonds are entitled to the benefit of a Credit Facility, the maximum interest rate specified in the Credit Facility. Interest on Bonds while they accrue interest at the Daily Rate, Weekly Rate or Commercial Paper Rate shall be computed upon the basis of a 365- or 366-day year, as applicable, for the actual number of days elapsed. Interest on Bonds while they accrue interest at the Dutch Auction Rate shall be computed on the basis of a 360-day year for the actual number of days elapsed. Interest on Bonds while they accrue interest at the Semi-Annual Rate, Annual Rate, Two-Year Rate, Three-Year Rate, Five-Year Rate or Long-Term Rate shall be computed upon the basis of a 360-day year, consisting of twelve 30-day months. Each Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue interest at the rate borne by such Bond on the day before the default or Event of Default occurred, provided that if the Interest Rate Mode was then the Commercial Paper Rate, the default rate for all of the Bonds shall be equal to the highest interest rate then in effect for any Bond.

(c)   Interest Rate Modes . The initial Interest Rate Mode for the Bonds shall be the Daily Rate for an initial Daily Rate Period and initially bearing interest at the rate of 3.03% per annum commencing as of the Date of the Bonds. The Bonds shall bear interest at the Daily Rate stated above and thereafter at the Daily Rate (until Conversion to a different Interest Rate Mode as provided in Section 2.02(e)) determined as set forth in this Section 2.02(c). At any one time, portions of the Bonds in authorized denominations may be in different Interest Rate Modes (including different Long-Term Rate Periods) and the provisions of this Indenture shall apply with respect to the Interest Rate Mode for each such portion.

Except for the Dutch Auction Rate, which shall be determined in accordance with Section 2.12, interest rates on (and, if the Interest Rate Mode is the Commercial Paper Rate, Commercial Paper Rate Periods for) Bonds shall be determined as follows:

(i)   (A)   If the Interest Rate Mode for Bonds is the Commercial Paper Rate, the interest rate on a Bond for a specific Commercial Paper Rate Period shall be the rate established by the Remarketing Agent no later than 12:30 p.m. (New York City time) on the first day of that Commercial Paper Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent taking into account then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bond on that day at a price equal to the principal amount thereof.

(B)   Each Commercial Paper Rate Period applicable for a Bond shall be determined separately by the Remarketing Agent on or prior to the first day of such Commercial Paper Rate Period as being the Commercial Paper Rate Period permitted hereunder which, in the judgment of the Remarketing Agent, taking into account then Prevailing Market Conditions, will with respect to such Bond be the period which, if implemented on such day, would result in the Remarketing Agent being able to remarket the Bonds at the principal amount thereof at the lowest rate then available and for the longest Commercial Paper Rate Period available hereunder at such rate, provided that on such determination date, if the Remarketing Agent determines that the current or anticipated future market conditions or anticipated future events are such that a different Commercial Paper Rate Period would result in a lower average interest cost on such Bond over the succeeding twelve (12) month period, then the Remarketing Agent shall select the Commercial Paper Rate Period which in the judgment of the Remarketing Agent would permit such Bond to achieve such lower average interest cost. Each Commercial Paper Rate Period shall be from one day to 270 days in length, shall end on a day preceding a Business Day and, if a Credit Facility is then in effect, shall not be longer than a period equal to the maximum number of days’ interest coverage provided by such Credit Facility minus fifteen days and if such 15th day is not a Business Day, then the immediately preceding Business Day.

(C)   Notwithstanding subsection (B) above:

(1)  if a Credit Facility is in effect and if no Alternate Credit Facility has taken effect, no new Commercial Paper Rate Period shall be established for any Bond unless the last Interest Payment Date for such Commercial Paper Rate Period occurs at least 15 days prior to the expiration, termination or cancellation of the then current Credit Facility;

(2)  if the Company has previously determined to convert the Interest Rate Mode for any Bonds from the Commercial Paper Rate, no new Commercial Paper Rate Period for any such Bond to be converted shall be established unless the last day of such Commercial Paper Rate Period occurs prior to the Conversion Date;

(3)  no Commercial Paper Rate Period may be established after the making of a determination requiring mandatory redemption of all Bonds pursuant to Section 9.01(b) unless the Remarketing Agent discloses such determination to the purchaser (and evidence of the making of each such disclosure shall be furnished to the Trustee, the Issuer and the Company prior to the establishment of such Commercial Paper Rate Period) and unless the last day of such Commercial Paper Rate Period occurs prior to the redemption date;

(4)  the Commercial Paper Rate Period for any Bond held by the Tender Agent pursuant to Section 5.05 shall be the period from and including the date of purchase pursuant to Section 5.01 through the next day immediately preceding a Business Day, which period will be re-established automatically until the day preceding the earliest of the Conversion to a different Interest Rate Mode, the maturity of the Bonds or the sale of such Bond pursuant to Section 5.02(b), and during such Commercial Paper Rate Period such Bond shall not bear interest but shall nevertheless remain Outstanding under this Indenture; and

(5)  if the Remarketing Agent fails to set the length of a Commercial Paper Rate Period for any Bond, a new Commercial Paper Rate Period lasting through the next day immediately preceding a Business Day (or until the earlier stated maturity of the Bonds) will be established automatically and, if in that instance the Remarketing Agent fails for whatever reason to determine the interest for such Bond, then the interest rate for such Bond for that Commercial Paper Rate Period shall be the interest rate in effect for such Bond for the preceding Commercial Paper Rate Period.

(ii)   If the Interest Rate Mode for Bonds is the Daily Rate, the interest rate on such Bonds for any Business Day shall be the rate established by the Remarketing Agent no later than 9:30 a.m. (New York City time) on such Business Day as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such Business Day at a price equal to the principal amount thereof, plus accrued interest, if any, thereon as of such day. For any day which is not a Business Day or if the Remarketing Agent does not give notice of a change in the interest rate, the interest rate on Bonds in the Daily Rate shall be the interest rate for such Bonds in effect for the next preceding Business Day.

(iii)   If the Interest Rate Mode for Bonds is the Weekly Rate, the interest rate on such Bonds for a particular Weekly Rate Period shall be the rate established by the Remarketing Agent no later than 5:00 p.m. (New York City time) on the day preceding the first day of such Weekly Rate Period, or, if such preceding day is not a Business Day, on the next succeeding Business Day, as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof, plus accrued interest, if any, thereon.

(iv)   If the Interest Rate Mode for Bonds is the Semi-Annual Rate, the interest rate on such Bonds for a particular Semi-Annual Rate Period shall be the rate established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Semi-Annual Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(v)   If the Interest Rate Mode for Bonds is the Annual Rate, the interest rate on such Bonds for a particular Annual Rate Period shall be the rate of interest established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Annual Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(vi)   If the Interest Rate Mode for Bonds is the Long-Term Rate, the interest rate on such Bonds for a particular Long-Term Rate Period shall be the rate established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Long-Term Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(vii)   If the Interest Rate Mode for Bonds is the Two-Year Rate, the interest rate on such Bonds for a particular Two-Year Rate Period shall be the rate established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Two-Year Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(viii)   If the Interest Rate Mode for Bonds is the Three-Year Rate, the interest rate on such Bonds for a particular Three-Year Rate Period shall be the rate established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Three-Year Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(ix)   If the Interest Rate Mode for Bonds is the Five-Year Rate, the interest rate on such Bonds for a particular Five-Year Rate Period shall be the rate established by the Remarketing Agent no later than 12:00 noon (New York City time) on the Business Day preceding the first day of such Five-Year Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, taking into account the then Prevailing Market Conditions, to enable the Remarketing Agent to sell such Bonds on such first day at a price equal to the principal amount thereof.

(x)   The Remarketing Agent shall provide the Trustee, the Paying Agent, the Tender Agent and the Company with Electronic Notice of each interest rate determined under this Section 2.02(c) and, in addition, if the Interest Rate Mode for Bonds is the Commercial Paper Rate, all Commercial Paper Rate Periods, by the times set forth for the corresponding Interest Rate Modes in Section 5.02(c).

(xi)   In the event that the interest rate on a Bond is not or cannot be determined by the Remarketing Agent for whatever reason pursuant to (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix) above, the Interest Rate Mode of such Bond shall be converted automatically to the Weekly Rate (without the necessity of complying with the requirements of Section 2.02(e), including, but not limited to, the requirement of mandatory purchase) and the Weekly Rate shall be equal to the Municipal Index; provided that if any of such Bonds are then in a Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period, such Bonds shall bear interest at a Weekly Rate, but only if there is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, the Company and the Remarketing Agent an opinion of Bond Counsel to the effect that so determining the interest rate to be borne by Bonds at a Weekly Rate is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If such opinion is not delivered, such Bonds will bear interest for a Rate Period of the same length as the immediately preceding Rate Period at the interest rate which was in effect for the preceding Rate Period (or, if shorter, a Rate Period ending on the day before the Maturity Date). Anything in this Section 2.02(c)(xi) to the contrary notwithstanding, if a Credit Facility is then in effect, the Rate Period determined shall not extend beyond the remaining term of such Credit Facility minus fifteen (15) days and if such fifteenth day is not a Business Day, then the immediately preceding Business Day.

(d)   Long-Term Rate Periods .

(i)   Selection of Long-Term Rate Period . The Long-Term Rate Period for any Bonds shall be established by the Company in the notice given pursuant to Section 2.02(e) (the first such Long-Term Rate Period commencing on the Conversion Date for Bonds to a Long-Term Rate) and thereafter each successive Long-Term Rate Period for such Bonds shall be the same as that so established by the Company until a different Long-Term Rate Period is specified by the Company in accordance with this Section or until the occurrence of a Conversion Date for such Bonds or the maturity of the Bonds. Each Long-Term Rate Period shall be more than one year in duration, shall be for a period which is an integral multiple of six months, and shall end on the day next preceding an Interest Payment Date; provided that if a Long-Term Rate Period commences on a day other than a May 15 or a November 15, such Long-Term Rate Period may be for a period which is not an integral multiple of six months but shall be of a duration as close as possible to (but not in excess of) such Long-Term Rate Period established by the Company and shall terminate on a day preceding an Interest Payment Date and each successive Long-Term Rate Period thereafter for such Bonds shall be for the full period established by the Company until a different Long-Term Rate Period is specified by the Company in accordance with this Section or until the occurrence of a Conversion Date or the maturity of the Bonds; and further provided that no Long-Term Rate Period shall extend beyond the final Maturity Date of the Bonds. Anything in this Section 2.02(d) to the contrary notwithstanding, if a Credit Facility is then in effect, no Long-Term Rate Period shall extend beyond the remaining term of such Credit Facility minus fifteen (15) days and if such fifteenth day is not a Business Day, then the immediately preceding Business Day.

(ii)   Change of Long-Term Rate Period . The Company may change Bonds from one Long-Term Rate Period to another Long-Term Rate Period (provided that the portion thereof not changed to another Long-Term Rate Period shall also be in authorized denominations) on any Business Day on which such Bonds are subject to optional redemption pursuant to Section 9.01(a)(viii) by notifying the Issuer, the Trustee, the Paying Agent, the Credit Facility Issuer, the Tender Agent and the Remarketing Agent at least four Business Days prior to the thirtieth day prior to the proposed effective date of the change; provided that, if a Credit Facility is then in effect, the Company shall not be entitled to elect a change in the Long-Term Rate Period on a date on which the purchase price determined under Section 5.01(b)(i) includes any premium unless the Trustee has received written confirmation from the Credit Facility Issuer, on or before the date on which the Bond Registrar must provide notice of such change to the Bondholders under Section 2.02(d)(iii), that it can draw under a Credit Facility on the proposed effective date of the change in an aggregate amount sufficient to enable the Tender Agent to pay the premium due upon the mandatory purchase of such Bonds on such proposed effective date pursuant to Section 5.01(b)(i). Such notice shall specify (A) the aggregate principal amount of Bonds to be changed to a new Long-Term Rate Period, (B) the information required to be contained in the notice given by the Bond Registrar to the Bondholders pursuant to Section 2.02(d)(iii), (C) that the last day of such new Long-Term Rate Period shall be the earlier of the day before the Maturity Date of the Bonds or the day immediately preceding any May 15 or November 15, and which is more than one year after the effective date of such change, (D) the purchase price for Bonds determined under Section 5.01(b)(i), and (E) if such change is conditional, the interest rate limitations. Any change by the Company of the Long-Term Rate Period may be conditional upon the establishment of an interest rate within certain limits chosen by the Company. The Remarketing Agent shall establish what would be the interest rate for the proposed Long-Term Rate Period as required by Section 2.02(c)(vi). If the interest rate established by the Remarketing Agent is not within the limits chosen by the Company, then the change in the Long-Term Rate Period may be cancelled by the Company, in which case the Company’s notice thereof shall be of no effect and no such change shall occur. Notwithstanding the foregoing, no change in the Long-Term Rate Period shall be effective unless the Credit Facility, if any, held or to be held by the Trustee after such change in the Long-Term Rate Period shall extend for the length of such Long-Term Rate Period plus fifteen (15) days.

(iii)   Notice of Change in Long-Term Rate Period . The Bond Registrar shall notify the affected Bondholders of any change in the Long-Term Rate Period pursuant to Section 2.02(d)(ii) by first class mail, postage prepaid, at least 30 but not more than 60 days before the effective date of such change. The notice will state:

(A)   that there is to be a new Long-Term Rate Period; and

(B)   the effective date of and the end of the new Long-Term Rate Period and that, on such effective date, Bonds will be purchased (and the purchase price therefor) and that if any owner shall fail to deliver a Bond for purchase with an appropriate instrument of transfer to the Tender Agent for purchase on said date, and if the Tender Agent is in receipt of the purchase price therefor, any such Bond not delivered shall nevertheless be deemed purchased on such effective date and shall cease to accrue interest on and from such date.

(iv)   Cancellation of Change in Long-Term Period . Notwithstanding any provision of this Section 2.02(d), the Long-Term Rate Period shall not be changed if: (A) the Remarketing Agent has not determined the interest rate for the new Long-Term Rate Period in accordance with this Section 2.02 or (B) all of the Bonds that are to be purchased pursuant to Section 5.01(b) are not remarketed or sold by the Remarketing Agent or (C) if such change is cancelled by the Company as provided in Section 2.02(d)(ii) above. If such change fails to occur, the Bonds shall be converted automatically to the Weekly Rate and the interest rate shall be equal to the Municipal Index; provided the Bonds shall bear interest at a Weekly Rate only if there is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, the Company and the Remarketing Agent, an opinion of Bond Counsel to the effect that determining the interest rate to be borne by such Bonds at a Weekly Rate by the Remarketing Agent on such date is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If the opinion of Bond Counsel is not delivered on the proposed effective date of such change, the Bonds will bear interest for a Long-Term Rate Period of the same length as the Long-Term Rate Period in effect prior to the proposed change at a rate of interest determined by the Remarketing Agent on the proposed effective date of such change (or, if shorter, the Long-Term Rate Period ending on the date before the Maturity Date). If the proposed change of the Long-Term Rate Period is cancelled as provided in this paragraph, any mandatory purchase of such Bonds will remain effective. Anything in this Section 2.02(d)(iv) to the contrary notwithstanding, if a Credit Facility is then in effect, the Rate Period determined upon a cancellation of a change in the Long-Term Rate Period shall not extend beyond the remaining term of such Credit Facility minus fifteen (15) days and if such fifteenth day is not a Business Day, then the immediately preceding Business Day.

(e)   Conversion of Interest Rate Mode .

(i)   Method of Conversion . The Interest Rate Mode for Bonds is subject to Conversion to a different Interest Rate Mode (provided that the portion thereof not converted shall also be in authorized denominations) from time to time by the Company, such right to be exercised by notifying the Issuer, the Trustee, the Paying Agent, the Credit Facility Issuer, the Tender Agent, the Remarketing Agent and, in the case of a Conversion to or from the Commercial Paper Rate, the Bond Registrar at least four Business Days prior to (x) in the cases of Conversion to or from the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the thirtieth day prior to the effective date of such proposed Conversion and (y) in all other cases, the fifteenth day prior to such proposed effective date; provided that, in any event, with respect to Conversion from the Commercial Paper Rate, the effective date of such Conversion may not occur until the latest Interest Payment Date relating to the Commercial Paper Rate Period then in effect for the Bonds to be converted, and, provided further, that no new Commercial Paper Rate Period for such Bonds may be established subsequent to such notice which would have an Interest Payment Date later than the proposed date of Conversion; and provided, further, that, if a Credit Facility is then in effect, the Company shall not be entitled to elect to convert Bonds to a different Interest Rate Mode on a date on which the purchase price determined under Section 5.01(b)(i) includes any premium, unless the Trustee has received written confirmation, on or before the date on which the Bond Registrar must provide notice of such Conversion to Bondholders under Section 2.02(e)(iii), from the Credit Facility Issuer that it can draw under the Credit Facility on the proposed effective date of the Conversion in an aggregate amount sufficient to enable the Tender Agent to pay any premium due upon any mandatory purchase of Bonds on such proposed effective date pursuant to Section 5.01(b)(i). Such notice shall specify (A) the effective date of such Conversion and the information required by Section 2.02(e)(iii), (B) the proposed Interest Rate Mode, (C) if such Conversion is conditional, the interest rate limitations, and (D) if the Conversion is to the Long-Term Rate, the duration of the Long-Term Rate Period and the information required pursuant to Section 2.02(d)(iii). In addition, in the case of a Conversion to the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate from the Daily Rate, Weekly Rate, Commercial Paper Rate, Semi-Annual Rate or Annual Rate, as the case may be, or any Conversion to the Daily Rate, Weekly Rate, Commercial Paper Rate, Semi-Annual Rate or Annual Rate from the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, or any Conversion to or from the Dutch Auction Rate, the notice must be accompanied by an opinion of Bond Counsel stating such Conversion is authorized or permitted by the Act and is authorized by this Indenture and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. Any Conversion by the Company of the Interest Rate Mode to the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate may be conditional upon the establishment of an initial interest rate determined for such Interest Rate Mode within certain limits chosen by the Company. The Remarketing Agent shall establish what would be the interest rate for the proposed Interest Rate Mode in accordance with Section 2.02(c). If the interest rate established by the Remarketing Agent is not within the limits chosen by the Company, then such Conversion may be cancelled by the Company by telephonic notice (to be confirmed in writing) to the Trustee, the Credit Facility Issuer, the Tender Agent and the Remarketing Agent by the close of business on the day on which the interest rate has been determined, in which case, the Company’s notice of Conversion shall be of no effect and the Conversion shall not occur.

(ii)   Limitations . Any Conversion of the Interest Rate Mode for the Bonds pursuant to paragraph (i) above must comply with the following:

(A)   the Conversion Date must be a date on which the Bonds are subject to optional redemption pursuant to Section 9.01(a);

(B)   if the proposed Conversion Date would not be an Interest Payment Date except for such Conversion, the Conversion Date must be a Business Day;

(C)   if the Conversion is from a Dutch Auction Rate Period, the Conversion Date must be the last Interest Payment Date in respect of that Dutch Auction Rate Period;

(D)   if the Conversion is from the Commercial Paper Rate, (1) the Conversion Date shall be no earlier than the latest Interest Payment Date established for the Bonds prior to the giving of notice to the Remarketing Agent of the proposed Conversion and (2) no further Interest Payment Date may be established for such Bonds while the Interest Rate Mode is then the Commercial Paper Rate if such Interest Payment Date would occur after the effective date of that Conversion;

(E)   after a determination is made requiring mandatory redemption of all Bonds pursuant to Section 9.01(b), no change in the Interest Rate Mode may be made prior to the redemption of Bonds pursuant to Section 9.01(b); and

(F)   the Credit Facility, if any, held or to be held by the Trustee after Conversion (1) must cover the principal of and interest (computed on the basis of a 365-day year for the Daily Rate, the Weekly Rate and the Commercial Paper Rate, on the basis of a 360-day year for the Dutch Auction Rate, and on the basis of a 360 day year consisting of twelve 30-day months for the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate) which will accrue on the Outstanding Bonds for the maximum permitted period between the Interest Payment Dates for the proposed Interest Rate Mode plus at least one (1) day and, (2) in the case of the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate, must extend for the entire length of such Rate Period, plus fifteen (15) days.

(iii)   Notice to Bondholders of Conversion of Interest Rate . The Bond Registrar shall notify the affected Bondholders of each Conversion by first class mail, postage prepaid, at least fifteen (15) days but not more than thirty (30) days before the Conversion Date if the Interest Rate Mode is the Commercial Paper Rate, the Dutch Auction Rate, the Daily Rate, the Weekly Rate, the Semi-Annual Rate or the Annual Rate and at least thirty (30) days but not more than sixty (60) days before the Conversion Date if the Interest Rate Mode is the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate. The notice shall state:

(A)   that the Interest Rate Mode will be converted and what the new Interest Rate Mode will be;

(B)   the Conversion Date; and

(C)   (1) that Bonds will be subject to mandatory purchase on the Conversion Date in accordance with Section 5.01(b), (2) the purchase price, and (3) that if any owner shall fail to deliver a Bond for purchase with an appropriate instrument of transfer to the Tender Agent on the Conversion Date, and if the Tender Agent is in receipt of the purchase price therefor, such Bond not delivered shall nevertheless be purchased on the Conversion Date and shall cease to accrue interest on and from such date.

If the Conversion is to the Long-Term Rate, the notice will also state the information required by Section 2.02(d)(iii).

(iv)   Cancellation of Conversion of Interest Rate Mode . Notwithstanding any provision of this Section 2.02, the Interest Rate Mode for Bonds shall not be converted if: (A) the Remarketing Agent has not determined the initial interest rate for the new Interest Rate Mode in accordance with this Section 2.02 or (B) all of the Bonds that are to be purchased pursuant to Section 5.01(b) are not remarketed or sold by the Remarketing Agent or (C) the Conversion is cancelled by the Company as provided in Section 2.02(e)(i) above or (D) in the case of a Conversion requiring an opinion of Bond Counsel, the Trustee shall have received written notice from Bond Counsel prior to the opening of business at the Designated Office of the Trustee on the effective date of Conversion that the opinion of such Bond Counsel required under Section 2.02(e)(i) has been rescinded. If such Conversion fails to occur, such Bonds in the Dutch Auction Rate shall remain in the Dutch Auction Rate and such Bonds in any other Interest Rate Mode shall be converted automatically to the Weekly Rate and the interest rate shall be equal to the Municipal Index; provided that if any of the Bonds are then in a Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period such Bonds shall bear interest at a Weekly Rate but only if there is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, the Company and the Remarketing Agent, an opinion of Bond Counsel to the effect that determining the interest rate to be borne by such Bonds at a Weekly Rate by the Remarketing Agent on the failed Conversion Date is authorized or permitted by the Act and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If the opinion of Bond Counsel described in the preceding sentence is not delivered on the failed Conversion Date, such Bonds shall bear interest for a Rate Period of the same type and of substantially the same length as the Rate Period in effect for such Bonds prior to the failed Conversion Date at a rate of interest determined by the Remarketing Agent on the failed Conversion Date (or if shorter, a Rate Period ending on the date before the Maturity Date). If the proposed Conversion of Bonds is cancelled as provided in this paragraph, any mandatory purchase of Bonds shall nevertheless be effective and such Bonds shall bear interest as provided in the two preceding sentences. Anything in this Section 2.02(e)(iv) to the contrary notwithstanding, if a Credit Facility is then in effect, the Rate Period determined upon a failed Conversion shall not extend beyond the remaining term of such Credit Facility minus fifteen (15) days and if such fifteenth day is not a Business Day, then the immediately preceding Business Day.

                                (f)   Binding Effect of Determination and Computations . The determination of each interest rate in accordance with the terms of this Indenture shall be conclusive and binding upon the owners of the Bonds, the Issuer, the Company, the Trustee, each Paying Agent, the Tender Agent, the Remarketing Agent and the Credit Facility Issuer, if any.

(g)   Further Restriction on any Conversion or Change in Long-Term Rate . Notwithstanding anything else herein to the contrary, any Conversion, or any change from any Long-Term Rate Period to another Long-Term Rate Period, which would result in the same Credit Facility being in effect for only a portion of the Bonds, shall not be permitted.

Section 2.03. Registered Bonds Required; Bond Registrar and Bond Register All Bonds shall be issued in fully registered form. The Bonds shall be registered upon original issuance and upon subsequent transfer or exchange as provided in this Indenture.

The Issuer shall designate a Person to act as Bond Registrar for the Bonds, provided that the Bond Registrar appointed shall be either the Trustee or a Person which would meet the requirements for qualification as a Trustee imposed by Section 12.13. The Issuer hereby appoints the Trustee as the initial Bond Registrar and Authenticating Agent in respect of the Bonds. Any other Person undertaking to act as Bond Registrar in respect of the Bonds shall first execute a written agreement, in form satisfactory to the Trustee, to perform the duties of a Bond Registrar and Authenticating Agent under this Indenture, which agreement shall be filed with the Trustee.

The Bond Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Bond Registrar the Bond Register in which, subject to such reasonable regulations as it or the Bond Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers of the Bonds. The Issuer shall cause the Bond Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The Designated Office of the Trustee shall be deemed to be such office at such times as the Trustee is acting as Bond Registrar.

The Bond Registrar shall, in any case where it is not also the Trustee, forthwith following each Regular Record Date and at any other time as may be reasonably requested by the Trustee, the Tender Agent and the Remarketing Agent certify and furnish to the Trustee, the Tender Agent and the Remarketing Agent and to the Paying Agent, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee, the Tender Agent and the Remarketing Agent and any such Paying Agent shall for all purposes be fully entitled to rely upon the information so furnished to them and shall have no liability or responsibility in connection with the preparation thereof.

Section 2.04. Registration, Transfer and Exchange As provided in Section 2.03, the Issuer shall cause a Bond Register for the Bonds to be kept at the designated office of the Bond Registrar. Subject to the limitations set forth in Section 2.11 with respect to Bonds held in a Book-Entry System, upon surrender for transfer of any Bond at such office, the Issuer shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds in the same Interest Rate Mode of authorized denomination or denominations in the aggregate principal amount which the transferee is entitled to receive. In addition, if such Bond bears interest at the Commercial Paper Rate, the Bond Registrar will make the appropriate insertions on the face of the Bond.

Subject to the limitations set forth in Section 2.11 with respect to Bonds held in a Book-Entry System, at the option of the Bondholder, Bonds may be exchanged for other Bonds in the same Interest Rate Mode and in any authorized denomination, of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive.

All Bonds presented for transfer, exchange or redemption (if so required by the Issuer or the Trustee), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature or medallion stamp satisfactory to the Trustee, duly executed by the registered owner or by his duly authorized attorney.

No service charge shall be made for any exchange, transfer, registration or discharge from registration of Bonds, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Neither the Issuer nor the Bond Registrar on behalf of the Issuer shall be required (i) to register the transfer of or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or exchange any Bond so selected for redemption in whole or in part, or (iii) other than pursuant to Article V, to register any transfer of or exchange any Bond with respect to which the owner has submitted a demand for purchase in accordance with Section 5.01(a) or which has been purchased pursuant to Section 5.01(b).

New Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered.

Section 2.05.   Authentication; Authenticating Agent No Bond shall be valid for any purpose until the certificate of authentication shall have been duly executed by the manual signature of a duly authorized signatory of the Trustee, and such authentication shall be conclusive proof that such Bond has been duly authenticated and delivered under this Indenture and that the holder thereof is entitled to the benefit of the trust hereby created.

In the event the Bond Registrar is other than the Trustee, the Trustee may appoint the Bond Registrar as an Authenticating Agent with the power to act on the Trustee’s behalf and subject to its direction in the authentication and delivery of Bonds in connection with transfers and exchanges under Sections 2.03 and 2.04, and the authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall, for all purposes of this Indenture, be deemed to be the authentication and delivery “by the Trustee”. The Trustee shall, however, itself authenticate all Bonds upon their initial issuance and any Bonds issued in substitution for other Bonds pursuant to Sections 2.09 and 2.11. The Company shall pay to any Authenticating Agent reasonable compensation for its services.

Any corporation or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or association succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation or association is otherwise eligible under this Section, without the execution or filing of any document or any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Issuer and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer and the Company and shall mail notice of such appointment to all holders of Bonds as the names and addresses of such holders appear on the Bond Register.

Sec