Exhibit 4.1

FIRSTENERGY CORP.

OFFICER’S CERTIFICATE

Creating the

2.85% Notes, Series A, due 2022

3.90% Notes, Series B, due 2027

4.85% Notes, Series C, due 2047

Steven R. Staub, the Vice President and Treasurer of FirstEnergy Corp. (the “Company”), pursuant to the authority granted in the resolutions of the Board of Directors of the Company dated September 13, 2001, March 15, 2011 and March 17, 2015, the resolutions of the Finance Committee of such Board dated November 9, 2001, May 15, 2017 and June 19, 2017 and Sections 102, 201 and 301 of the Indenture (as defined herein), does hereby certify to The Bank of New York Mellon Trust Company, N.A., (as successor trustee to Bank One Trust Company, N.A.) (the “Trustee”) under the Indenture of the Company (For Unsecured Debt Securities) dated as of November 15, 2001 (the “Indenture”) that:

 

1.

The Securities of the third, fourth and fifth series to be issued under the Indenture shall be designated “2.85% Notes, Series A, due 2022” (the “Series A Notes”), “3.90% Notes, Series B, due 2027” (the “Series B Notes”) and “4.85% Notes, Series C, due 2047” (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”), respectively. All capitalized terms used in this certificate which are not defined herein but are defined in the form of Series A Notes, the form of Series B Notes and the form of Series C Notes attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively, shall have the meanings set forth in such Exhibit A, Exhibit B or Exhibit C; all other capitalized terms used in this certificate which are not defined herein or in Exhibit A, Exhibit B or Exhibit C hereto but are defined in the Indenture shall have the meanings set forth in the Indenture;

 

2.

The Series A Notes, the Series B Notes and the Series C Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on July 15, 2022, July 15, 2027 and July 15, 2047, respectively;

 

3.

The Series A Notes, the Series B Notes and the Series C Notes shall bear interest as provided in the forms of the Notes set forth in Exhibit A, Exhibit B and Exhibit C hereto, respectively;

 

4.

The principal and each installment of interest on the Notes shall be payable at, and registration and registration of transfers and exchanges in respect of the Notes may be effected at, the office or agency of the Company in The City of New York; provided that payment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto or by wire transfer to an account designated by the person entitled thereto; and provided further that so long as the Notes are registered in the name of The Depository Trust Company

---

(“DTC”), or its nominee as discussed below, all payments of principal and interest in respect of the Notes will be made in immediately available funds. Notices and demands to or upon the Company in respect of the Notes may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration and registration of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates any such office or agency and such agent. The Trustee will be the Security Registrar and the Paying Agent for the Notes;

 

5.

The Series A Notes, the Series B Notes and the Series C Notes shall be redeemable as provided in the form of such Notes set forth in Exhibit A, Exhibit B and Exhibit C hereto, respectively;

 

6.

The Notes will be originally issued in global form payable to Cede & Co. (as nominee for DTC, the initial securities depositary for the Notes) and will, unless and until the Notes are exchanged in whole or in part for certificated Notes, registered in the names of various beneficial holders thereof (in accordance with the conditions set forth in the legend appearing in the form of the Series A Notes, Series B Notes and Series C Notes set forth in Exhibit A, Exhibit B and Exhibit C hereto, respectively), contain restrictions on transfer, substantially as described in such form;

 

7.

No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer;

 

8.

The Series A Notes, the Series B Notes and the Series C Notes shall have such other terms and provisions as are provided in the forms set forth in Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall be issued in substantially such form;

 

9.

The undersigned has read all of the covenants and conditions contained in the Indenture relating to the issuance of the Notes and the definitions in the Indenture relating thereto and in respect of which this certificate is made;

 

10.

The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture and the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

 

11.

In the opinion of the undersigned, he has made such examination or investigation as is necessary to express an informed opinion whether or not such covenants and conditions have been complied with; and

 

2

---

12.

In the opinion of the undersigned, such conditions and covenants and conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent) to the authentication and delivery of the Notes requested in the accompanying Company Order have been complied with.

[Signature page follows]

 

3

---

IN WITNESS WHEREOF, I have executed this Officer’s Certificate this 21st day of June, 2017.

 

Signature Page to FirstEnergy Corp. Officer’s Certificate re Indenture

---

Exhibit A

 

No.                   R-				$

Cusip No.         337932 AG2

[FORM OF FACE OF NOTE]

(See legend at the end of this Security for restrictions on transferability and change of form)

FIRSTENERGY CORP.

2.85% NOTES, SERIES A, DUE 2022

FirstEnergy Corp., a corporation duly organized and existing under the laws of the State of Ohio (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of $                 on July 15, 2022 (the “Maturity Date”), and to pay interest on said principal sum, semiannually on January 15 and July 15 of each year (each an “Interest Payment Date”) at the rate of 2.85% per annum until the principal hereof is paid or made available for payment. Interest on the Securities of this series will accrue from June 21, 2017, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 immediately preceding the corresponding Interest Payment Date; provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security may be paid by check mailed to the

 

A-1

---

address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided further, that so long as the Securities of this series are registered in the name of The Depository Trust Company or a nominee thereof, all payments of principal and interest in respect of the Securities of this series will be made in immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

 

A-2

---

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

		ATTEST:
		Name:
		Title:

 

A-3

---

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

 

A-4

---

[FORM OF REVERSE OF NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued under an Indenture, dated as of November 15, 2001 (herein, together with any amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Bank One Trust Company, N.A., (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on June 21, 2017 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

The interest rate payable on the Securities will be subject to adjustments from time to time if any of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings Inc. (“Fitch”) (each a “Rating Agency” and collectively, the “Rating Agencies”) (or, if applicable, any “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, or any successor provision, that is selected by us as a replacement for Moody’s, S&P or Fitch, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the Securities, in the manner described below. The interest rate is also subject to adjustments if any of the Rating Agencies ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside the Company’s control, subject to the conditions described below. The provisions of the Indenture described below will apply independently to the Securities.

If the ratings of the Securities from any one or more of the Rating Agencies is decreased to a rating set forth in any of the immediately following tables, the interest rate on the Securities will increase from the interest rate payable on the Securities on the date of their issuance by an amount equal to the sum of the percentages set forth in the following tables opposite those ratings; provided, that only the two lowest ratings assigned to the Securities will be taken into account for purposes of any interest rate adjustment:

 

Moody’s Rating*		Percentage
Ba1			0.25%
Ba2			0.50%
Ba3			0.75%
B1 or below			1.00%

 

*	Including successor ratings of Moody’s or the equivalent ratings of any Substitute Rating Agency for Moody’s.

 

S&P Rating*		Percentage
BB			0.25%
BB-			0.50%
B+			0.75%
B or below			1.00%

 

*	Including successor ratings of S&P or the equivalent ratings of any Substitute Rating Agency for S&P.

 

A-5

---

Fitch Rating*		Percentage
BB+			0.25%
BB			0.50%
BB-			0.75%
B+ or below			1.00%

 

*	Including successor ratings of Fitch or the equivalent ratings of any Substitute Rating Agency for Fitch.

If at any time the interest rate on the Securities has been adjusted upward and any of the Rating Agencies, as the case may be, subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate on the Securities will be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the date of their issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to the Securities (or deemed assigned) at that time. Notwithstanding the above, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all of the Rating Agencies) if the Securities become rated A3, A- and A- (or its successor or the equivalent of any such rating, in the case of a Substitute Rating Agency) or higher by Moody’s, S&P, and Fitch, respectively (or, in each case, a Substitute Rating Agency thereof), respectively (or two of these ratings if the Securities are only rated by two Rating Agencies or one of these ratings if the Securities are only rated by one Rating Agency).

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of any of the Rating Agencies, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Securities be reduced to below the interest rate on the Securities on the date of their issuance or (2) the total increase in the interest rate on the Securities exceed 2.00% above the interest rate payable on the Securities on the date of their issuance.

No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If at any time a Rating Agency ceases to provide a rating of the Securities for a reason beyond our control, we will use our commercially reasonable efforts to designate a Substitute Rating Agency and to obtain a rating of the Securities from such Substitute Rating Agency, to the extent one exists, and, if we so designate a Substitute Rating Agency, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Securities which has since ceased to provide such rating and (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table. If a Rating Agency has ceased to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency, that Rating Agency will be deemed to have rated the Securities at the lowest level contemplated by the tables above; however, if only one of the Rating Agencies ceases to provide a rating of the Securities for any reason, the deemed rating of that Rating Agency will be disregarded for purposes of all interest rate adjustments. If two of the Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or

 

A-6

---

otherwise do not designate a Successor Rating Agency for both Rating Agencies, the deemed rating of only one of such two Rating Agencies will be disregarded. If all three Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency for all three Rating Agencies, the interest rate on the Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities on the date of their issuance.

Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs requiring an adjustment in the interest rate. If any of the Rating Agencies changes its rating of the Securities more than once during any particular interest period, the last change by such Rating Agency will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action.

If the interest rate payable on the Securities is increased as described above, the term “interest,” as used with respect to the Securities, will be deemed to include any such additional interest unless the context otherwise requires.

The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Securities at least five business days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Securities or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Securities of this series shall be redeemable at the option of the Company, in whole or in part from time to time, upon notice mailed to each registered owner, at his last address appearing on the Security Register, (i) prior to the date that is two months prior to the Maturity Date, at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed then outstanding; or (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of the payments of interest accrued to the date of redemption) that would be due if the Securities matured on the date that is two months prior to the Maturity Date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, and (ii) on or after the date that is two months prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed then outstanding, in each case plus accrued and unpaid interest to, but not including, the date of redemption on the Securities of this series to be redeemed.

“Adjusted Treasury Rate” means, with respect to any redemption date:

 

•

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity,

 

A-7

---

for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from these yields on a straight line basis, rounding to the nearest month); or

 

•

if the release (or any successor release) is not published during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed (assuming, for this purposes, that the Securities mature on the date that is two months prior to the Maturity Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such securities (“Remaining Life”).

“Comparable Treasury Price” means (1) the average of three Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means:

 

•

each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and

 

•

any two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

 

A-8

---

The Company will mail a notice of redemption at least 30 days but not more than 60 days before the applicable redemption date to each holder of the Securities of this series to be redeemed. If the Company elects to partially redeem the Securities of this series, the Securities of this series to be redeemed will be selected in accordance with the applicable policies and procedures of the Depositary. The redemption price determined by the Independent Investment Banker, absent manifest error, shall be binding and conclusive upon the Holders of the Securities of this series, the Company and the Trustee.

If at the time notice of redemption is given, the redemption monies are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the redemption date and such notice shall be of no effect unless such monies are received.

Upon payment of the redemption price, interest will cease to accrue on and after the applicable redemption date on the Securities of this series or portions thereof called for redemption. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request

 

A-9

---

and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

A-10

---

LEGEND

Unless and until this Security is exchanged in whole or in part for certificated Securities registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company (55 Water Street, New York, New York) or its successor (the “Depositary”), this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This Security may be exchanged for certificated Securities registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated Securities to beneficial owners. Any such exchange shall be made upon receipt by the Trustee of a Company Order therefor and certificated Securities of this series shall be registered in such names and in such denominations as shall be certified to the Company and the Trustee by the Depositary.

 

A-11

---

Exhibit B

 

No.		R-		$
Cusip No.		337932 AH0

[FORM OF FACE OF NOTE]

(See legend at the end of this Security for restrictions on transferability and change of form)

FIRSTENERGY CORP.

3.90% NOTES, SERIES B, DUE 2027

FirstEnergy Corp., a corporation duly organized and existing under the laws of the State of Ohio (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of $                 on July 15, 2027 (the “Maturity Date”), and to pay interest on said principal sum, semiannually on January 15 and July 15 of each year (each an “Interest Payment Date”) at the rate of 3.90% per annum until the principal hereof is paid or made available for payment. Interest on the Securities of this series will accrue from June 21, 2017, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 immediately preceding the corresponding Interest Payment Date; provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security may be paid by check mailed to the

 

B-1

---

address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided further, that so long as the Securities of this series are registered in the name of The Depository Trust Company or a nominee thereof, all payments of principal and interest in respect of the Securities of this series will be made in immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

 

B-2

---

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

ATTEST:
[Name]
[Title]

 

B-3

---

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

 

B-4

---

[FORM OF REVERSE OF NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued under an Indenture, dated as of November 15, 2001 (herein, together with any amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Bank One Trust Company, N.A., (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on June 21, 2017 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

The interest rate payable on the Securities will be subject to adjustments from time to time if any of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings Inc. (“Fitch”) (each a “Rating Agency” and collectively, the “Rating Agencies”) (or, if applicable, any “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, or any successor provision, that is selected by us as a replacement for Moody’s, S&P or Fitch, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the Securities, in the manner described below. The interest rate is also subject to adjustments if any of the Rating Agencies ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside the Company’s control, subject to the conditions described below. The provisions of the Indenture described below will apply independently to the Securities.

If the ratings of the Securities from any one or more of the Rating Agencies is decreased to a rating set forth in any of the immediately following tables, the interest rate on the Securities will increase from the interest rate payable on the Securities on the date of their issuance by an amount equal to the sum of the percentages set forth in the following tables opposite those ratings; provided, that only the two lowest ratings assigned to the Securities will be taken into account for purposes of any interest rate adjustment:

 

Moody’s Rating*		Percentage
Ba1			0.25%
Ba2			0.50%
Ba3			0.75%
B1 or below			1.00%

 

*	Including successor ratings of Moody’s or the equivalent ratings of any Substitute Rating Agency for Moody’s.

 

S&P Rating*		Percentage
BB			0.25%
BB-			0.50%
B+			0.75%
B or below			1.00%

 

*	Including successor ratings of S&P or the equivalent ratings of any Substitute Rating Agency for S&P.

 

B-5

---

Fitch Rating*		Percentage
BB+			0.25%
BB			0.50%
BB-			0.75%
B+ or below			1.00%

 

*	Including successor ratings of Fitch or the equivalent ratings of any Substitute Rating Agency for Fitch.

If at any time the interest rate on the Securities has been adjusted upward and any of the Rating Agencies, as the case may be, subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate on the Securities will be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the date of their issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to the Securities (or deemed assigned) at that time. Notwithstanding the above, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all of the Rating Agencies) if the Securities become rated A3, A- and A- (or its successor or the equivalent of any such rating, in the case of a Substitute Rating Agency) or higher by Moody’s, S&P, and Fitch, respectively (or, in each case, a Substitute Rating Agency thereof), respectively (or two of these ratings if the Securities are only rated by two Rating Agencies or one of these ratings if the Securities are only rated by one Rating Agency).

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of any of the Rating Agencies, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Securities be reduced to below the interest rate on the Securities on the date of their issuance or (2) the total increase in the interest rate on the Securities exceed 2.00% above the interest rate payable on the Securities on the date of their issuance.

No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If at any time a Rating Agency ceases to provide a rating of the Securities for a reason beyond our control, we will use our commercially reasonable efforts to designate a Substitute Rating Agency and to obtain a rating of the Securities from such Substitute Rating Agency, to the extent one exists, and, if we so designate a Substitute Rating Agency, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Securities which has since ceased to provide such rating and (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table. If a Rating Agency has ceased to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency, that Rating Agency will be deemed to have rated the Securities at the lowest level contemplated by the tables above; however, if only one of the Rating Agencies ceases to provide a rating of the Securities for any reason, the deemed rating of that Rating Agency will be disregarded for purposes of all interest rate adjustments. If two of the Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or

 

B-6

---

otherwise do not designate a Successor Rating Agency for both Rating Agencies, the deemed rating of only one of such two Rating Agencies will be disregarded. If all three Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency for all three Rating Agencies, the interest rate on the Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities on the date of their issuance.

Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs requiring an adjustment in the interest rate. If any of the Rating Agencies changes its rating of the Securities more than once during any particular interest period, the last change by such Rating Agency will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action.

If the interest rate payable on the Securities is increased as described above, the term “interest,” as used with respect to the Securities, will be deemed to include any such additional interest unless the context otherwise requires.

The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Securities at least five business days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Securities or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Securities of this series shall be redeemable at the option of the Company, in whole or in part from time to time, upon notice mailed to each registered owner, at his last address appearing on the Security Register, (i) prior to the date that is three months prior to the Maturity Date, at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed then outstanding; or (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of the payments of interest accrued to the date of redemption) that would be due if the Securities matured on the date that is three months prior to the Maturity Date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points, and (ii) on or after the date that is three months prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed then outstanding, in each case plus accrued and unpaid interest to, but not including, the date of redemption on the Securities of this series to be redeemed.

“Adjusted Treasury Rate” means, with respect to any redemption date:

 

•

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity,

 

B-7

---

for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from these yields on a straight line basis, rounding to the nearest month); or

 

•

if the release (or any successor release) is not published during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed (assuming, for this purposes, that the Securities mature on the date that is three months prior to the Maturity Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such securities (“Remaining Life”).

“Comparable Treasury Price” means (1) the average of three Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means:

 

•

each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and

 

•

any two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

 

B-8

---

The Company will mail a notice of redemption at least 30 days but not more than 60 days before the applicable redemption date to each holder of the Securities of this series to be redeemed. If the Company elects to partially redeem the Securities of this series, the Securities of this series to be redeemed will be selected in accordance with the applicable policies and procedures of the Depositary. The redemption price determined by the Independent Investment Banker, absent manifest error, shall be binding and conclusive upon the Holders of the Securities of this series, the Company and the Trustee.

If at the time notice of redemption is given, the redemption monies are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the redemption date and such notice shall be of no effect unless such monies are received.

Upon payment of the redemption price, interest will cease to accrue on and after the applicable redemption date on the Securities of this series or portions thereof called for redemption. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request

 

B-9

---

and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

B-10

---

LEGEND

Unless and until this Security is exchanged in whole or in part for certificated Securities registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company (55 Water Street, New York, New York) or its successor (the “Depositary”), this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This Security may be exchanged for certificated Securities registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated Securities to beneficial owners. Any such exchange shall be made upon receipt by the Trustee of a Company Order therefor and certificated Securities of this series shall be registered in such names and in such denominations as shall be certified to the Company and the Trustee by the Depositary.

 

B-11

---

Exhibit C

 

No.		R-		$
Cusip No.		337932 AJ6

[FORM OF FACE OF NOTE]

(See legend at the end of this Security for restrictions on transferability and change of form)

FIRSTENERGY CORP.

4.85% NOTES, SERIES C, DUE 2047

FirstEnergy Corp., a corporation duly organized and existing under the laws of the State of Ohio (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of $                 on July 15, 2047 (the “Maturity Date”), and to pay interest on said principal sum, semiannually on January 15 and July 15 of each year (each an “Interest Payment Date”) at the rate of 4.85% per annum until the principal hereof is paid or made available for payment. Interest on the Securities of this series will accrue from June 21, 2017, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 immediately preceding the corresponding Interest Payment Date; provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security may be paid by check mailed to the

 

C-1

---

address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided further, that so long as the Securities of this series are registered in the name of The Depository Trust Company or a nominee thereof, all payments of principal and interest in respect of the Securities of this series will be made in immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

 

C-2

---

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

ATTEST:
[Name]
[Title]

 

C-3

---

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

 

C-4

---

[FORM OF REVERSE OF NOTE}

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued under an Indenture, dated as of November 15, 2001 (herein, together with any amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Bank One Trust Company, N.A., (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on June 21, 2017 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

The interest rate payable on the Securities will be subject to adjustments from time to time if any of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings Inc. (“Fitch”) (each a “Rating Agency” and collectively, the “Rating Agencies”) (or, if applicable, any “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, or any successor provision, that is selected by us as a replacement for Moody’s, S&P or Fitch, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the Securities, in the manner described below. The interest rate is also subject to adjustments if any of the Rating Agencies ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside the Company’s control, subject to the conditions described below. The provisions of the Indenture described below will apply independently to the Securities.

If the ratings of the Securities from any one or more of the Rating Agencies is decreased to a rating set forth in any of the immediately following tables, the interest rate on the Securities will increase from the interest rate payable on the Securities on the date of their issuance by an amount equal to the sum of the percentages set forth in the following tables opposite those ratings; provided, that only the two lowest ratings assigned to the Securities will be taken into account for purposes of any interest rate adjustment:

 

Moody’s Rating*			Percentage
Ba1			0.25%
Ba2			0.50%
Ba3			0.75%
B1 or below			1.00%

 

*	Including successor ratings of Moody’s or the equivalent ratings of any Substitute Rating Agency for Moody’s.

 

S&P Rating*			Percentage
BB			0.25%
BB-			0.50%
B+			0.75%
B or below			1.00%

 

*	Including successor ratings of S&P or the equivalent ratings of any Substitute Rating Agency for S&P.

 

C-5

---

Fitch Rating*			Percentage
BB+			0.25%
BB			0.50%
BB-			0.75%
B+ or below			1.00%

 

*	Including successor ratings of Fitch or the equivalent ratings of any Substitute Rating Agency for Fitch.

If at any time the interest rate on the Securities has been adjusted upward and any of the Rating Agencies, as the case may be, subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate on the Securities will be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the date of their issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to the Securities (or deemed assigned) at that time. Notwithstanding the above, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all of the Rating Agencies) if the Securities become rated A3, A- and A- (or its successor or the equivalent of any such rating, in the case of a Substitute Rating Agency) or higher by Moody’s, S&P, and Fitch, respectively (or, in each case, a Substitute Rating Agency thereof), respectively (or two of these ratings if the Securities are only rated by two Rating Agencies or one of these ratings if the Securities are only rated by one Rating Agency).

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of any of the Rating Agencies, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Securities be reduced to below the interest rate on the Securities on the date of their issuance or (2) the total increase in the interest rate on the Securities exceed 2.00% above the interest rate payable on the Securities on the date of their issuance.

No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If at any time a Rating Agency ceases to provide a rating of the Securities for a reason beyond our control, we will use our commercially reasonable efforts to designate a Substitute Rating Agency and to obtain a rating of the Securities from such Substitute Rating Agency, to the extent one exists, and, if we so designate a Substitute Rating Agency, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Securities which has since ceased to provide such rating and (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table. If a Rating Agency has ceased to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency, that Rating Agency will be deemed to have rated the Securities at the lowest level contemplated by the tables above; however, if only one of the Rating Agencies ceases to provide a rating of the Securities for any reason, the deemed rating of that Rating Agency will be disregarded for purposes of all interest rate adjustments. If two of the Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or

 

C-6

---

otherwise do not designate a Successor Rating Agency for both Rating Agencies, the deemed rating of only one of such two Rating Agencies will be disregarded. If all three Rating Agencies cease to provide a rating of the Securities for any reason and we are unable to or otherwise do not designate a Successor Rating Agency for all three Rating Agencies, the interest rate on the Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities on the date of their issuance.

Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs requiring an adjustment in the interest rate. If any of the Rating Agencies changes its rating of the Securities more than once during any particular interest period, the last change by such Rating Agency will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action.

If the interest rate payable on the Securities is increased as described above, the term “interest,” as used with respect to the Securities, will be deemed to include any such additional interest unless the context otherwise requires.

The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Securities at least five business days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Securities or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Securities of this series shall be redeemable at the option of the Company, in whole or in part from time to time, upon notice mailed to each registered owner, at his last address appearing on the Security Register, (i) prior to the date that is six months prior to the Maturity Date, at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed then outstanding; or (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of the payments of interest accrued to the date of redemption) that would be due if the Securities matured on the date that is six months prior to the Maturity Date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 35 basis points, and (ii) on or after the date that is six months prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed then outstanding, in each case plus accrued and unpaid interest to, but not including, the date of redemption on the Securities of this series to be redeemed.

“Adjusted Treasury Rate” means, with respect to any redemption date:

 

•

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity,

 

C-7

---

for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from these yields on a straight line basis, rounding to the nearest month); or

 

•

if the release (or any successor release) is not published during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed (assuming, for this purposes, that the Securities mature on the date that is six months prior to the Maturity Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such securities (“Remaining Life”).

“Comparable Treasury Price” means (1) the average of three Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means:

 

•

each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and

 

•

any two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

 

C-8

---

The Company will mail a notice of redemption at least 30 days but not more than 60 days before the applicable redemption date to each holder of the Securities of this series to be redeemed. If the Company elects to partially redeem the Securities of this series, the Securities of this series to be redeemed will be selected in accordance with the applicable policies and procedures of the Depositary. The redemption price determined by the Independent Investment Banker, absent manifest error, shall be binding and conclusive upon the Holders of the Securities of this series, the Company and the Trustee.

If at the time notice of redemption is given, the redemption monies are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the redemption date and such notice shall be of no effect unless such monies are received.

Upon payment of the redemption price, interest will cease to accrue on and after the applicable redemption date on the Securities of this series or portions thereof called for redemption. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request

 

C-9

---

and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

C-10

---

LEGEND

Unless and until this Security is exchanged in whole or in part for certificated Securities registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company (55 Water Street, New York, New York) or its successor (the “Depositary”), this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This Security may be exchanged for certificated Securities registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated Securities to beneficial owners. Any such exchange shall be made upon receipt by the Trustee of a Company Order therefor and certificated Securities of this series shall be registered in such names and in such denominations as shall be certified to the Company and the Trustee by the Depositary.

 

C-11