EXHIBIT B. Key Employee Retention Plan Market Comparison amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 1 of 22

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1 EXHIBIT B Key Employee Retention Plan Market Comparison amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 1 of 22

2 FirstEnergy Solutions April 23, 2018 Analysis of Retention Programs amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 2 of 22

3 This report was prepared by: Alvarez & Marsal Executive Compensation and Benefits Group Brian Cumberland National Managing Director, Executive Compensation & Benefits Rob Casburn Senior Director Vance Yudell Senior Associate (office) (mobile) (office) (mobile) (office) (mobile) amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 3 of 22

4 Contents 1 Introduction FENOC KERP KERPs 13 4 Other Retention Programs amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 4 of 22

5 Introduction amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 5 of 22

6 Introduction FirstEnergy Solutions Corp. ( FES ) along with its subsidiaries, FirstEnergy Generation LLC and FirstEnergy Nuclear Generation, LLC along with FirstEnergy Nuclear Operating Company ( FENOC ) (collectively, the Company ) filed for bankruptcy March 31, Alvarez & Marsal ( A&M ) has been assisting the Company with its compensation programs since November 2016, including the development and benchmarking of its retention programs. The Necessity of Retention Arrangements In the Company s situation, retention arrangements are implemented to accomplish the following goals: To motivate and preserve key employees through the restructuring / sale / shutdown process; and To maximize the value for all parties in interest (i.e., higher recovery for creditors). In the near-term, it is the Company s goal to provide assurance to key employees that they will be compensated for the work they are doing while at the same time supporting the restructuring effort. To that end, the Company, along with assistance from A&M and other Company advisors, developed retention programs to retain employees through these uncertain times amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 6 of 22

7 Introduction Executive Summary The Company currently has the following retention arrangements in place: Retention Programs 2018 FENOC KERP Description In March 2018, a retention arrangement was implemented upon the announcement of the deactivation of the Davis-Besse Nuclear Power Station, Perry Nuclear Generating Station, and Beaver Valley Power Station to maintain employees throughout the entire shutdown process ( 2018 FENOC KERP ) KERPs In December 2016, FES along with FENOC, implemented the FES 2016 Key Employee Retention Plan ( 2016 FES KERP ) and FENOC 2016 Key Employee Retention Plan ( 2016 FENOC KERP ) (collectively, 2016 KERPs ) to motivate key employees to remain continuously employed by the Company and its subsidiaries through November 30, Participants Retention Period Total Cost 1, to 3.6 years $99.7 million (includes $4.5 million remaining in the discretionary pool) years $21.8 million (includes $1 million discretionary pool - $0.5 million for each of the 2016 FES KERP and the 2016 FENOC KERP) 1 Other Various agreements with certain unions and select non-union employees FENOC-Local 245 Retention Plan. FENOC-Local 29 Retention Plan. Manager Retention Agreements years 1.7 years 1 to 4 years $1.6 million $0.3 million $0.2 million Total 1, to 4 years $123.6 million 1 To date, $0.5 million of the $5 million discretionary pool has been utilized. 2 This is the total number of retention agreements. The number of employees covered is 1,140 (certain employees who participate in the 2016 FENOC KERP and/or other one-off retention agreements also participate in the 2018 FENOC KERP). A&M believes the structure and potential cost of the retention plans are in line with market practices, and are supportable as reasonable compensation for services rendered amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 7 of 22

8 2018 FENOC KERP amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 8 of 22

9 2018 FENOC KERP Summary In connection with the announced deactivation of the FENOC plants, FENOC implemented the 2018 FENOC KERP. The Company believes that the 2018 FENOC KERP will provide sufficient retentive value to the employees to ensure adequate probability that the plants will be able to be operated to the intended shutdown time. To understand common market practices, A&M and other advisors researched retention and severance practices in other nuclear power plant shutdowns. Unfortunately, there have been no chapter 11 cases where a nuclear power plant was deactivated. Therefore, FENOC s advisors focused their research on nuclear power plant shutdowns outside of bankruptcy. A&M analyzed the 2018 FENOC KERP vs. market in two ways: Compared to other nuclear power plant shutdown related retention plans (non-bankruptcy) (see page 10); and Compared to bankruptcy court-approved retention plans (see page 11) amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 9 of 22

10 2018 FENOC KERP Terms The terms of the 2018 FENOC KERP were developed based on information gathered from other nuclear power plants retention programs and FENOC management s view of what would be required to retain the employees through the shutdown process. Element Participants Bargaining Unit Employees Retention Period Retention Payment as a Percentage of Base Salary Discretionary Pool Form of Payout/Timing Termination Provisions Details All active, non-bargaining FENOC employees with the exception of job positions that are planned to be eliminated through downsizing or that can be readily replaced, or otherwise are deemed non-critical No insiders are eligible for the 2018 FENOC KERP The participants were selected by senior management of FENOC No bargaining employees are currently in the program. Corporate/Fleet Employees: The earlier of (a) one month after the date when the second plant has shutdown, (b) the date of involuntary termination or (c) October 31, 2021 Plant Employees: The earlier of (a) one month after the respective employee s plant shutdown, (b) the date of involuntary termination or (c) October 31, 2021 Tier 1: 100% of base salary Non-union licensed operators will additionally receive a $50,000 bonus (includes all SROs and Perry ROs) Tier 2: 80% of base salary Tier 3: 60% of base salary Plan includes a discretionary pool of $5 million for participants not yet identified as being eligible, or any additional participants. 15% of the retention amount (excluding SRO/RO bonuses) will be paid out in May The remaining retention amount will be paid in cash at the end of the retention period. Death/Disability Participant receives pro-rated KERP payment Involuntary Termination/Shutdown Participant receives entire KERP payment Termination by Company for Cause/Voluntary Termination/Retirement KERP payment forfeited amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 10 of 22

11 2018 FENOC KERP Cost Below is a summary of the number of participants and total potential cost of the 2018 FENOC KERP (broken down by tier and plant): ($ in millions) Total Corporate/Fleet Davis-Besse Perry Beaver Valley # $ # $ # $ # $ # $ Tier $ $ $ $ $ 13.5 Tier $ $ $ $ $ 7.7 Tier $ $ $ $ $ 12.8 Total 1,019 $ $ $ $ $ 34.0 Discretionary Pool 4 $ 4.5 Grand Total $ 99.7 Annualized Cost per Participant: $31,000 Annualized Average Percentage of Salary: 26% 1 Tier 1 is generally made up of managers and above and non-union licensed operators. 2 Tier 2 is generally made up of superintendents and supervisors. 3 Tier 3 is generally made up of individual contributors below the supervisor level (e.g., nuclear engineers, nuclear specialists, and others). 4 To date, $0.5 million of the $5 million discretionary pool has been utilized amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 11 of 22

12 2018 FENOC KERP Market Data (Non-Bankruptcy Nuclear Power Plant Shutdown) As summarized below, A&M evaluated the retention/severance data from 11 other recent nuclear power plant shutdowns. Although full details about each program are not publicly available, in each case, it appears that a retention program was put into place in addition to the existing severance program. Operator Plant Scheduled to Cease Operations Location Capacity (mw) Employees Retention/ Severance Plan Retention Cost Period (years) Annualized Cost Average Annualized Retention/Severance per Employee PG&E Diablo Canyon 8/26/2025 California 2,256 1,461 $379,300,000 7 $54,185,714 $37,088 Entergy (1) Indian Point 2 & 3 Palisades Unit 2 Planned Shutdown 2020 Unit 3 Planned Shutdown 2021 Planned Shutdown 2018 (extended to 2022) New York 2,069 1,050 $180,000,000 5 $36,000,000 $34,286 Michigan $55,000,000 2 $27,500,000 $42,308 Vermont Yankee 12/29/2015 Vermont $60,000,000 N/D $40,000,000 $61,538 Pilgrim 6/1/2019 Massachusetts FitzPatrick Continue operating (sold to Exelon) New York $60,000,000 N/D $60,000,000 $48,000 Detail Covers all employees. Retention payments are paid annually. Represents cost of severance and retention. Retention is 15% of base salary for all employees. 2 Tiers: $115 million for Tier 1 (retention period: September 1, August 31, 2020) $96.3 million for Tier 2 (retention period: September 1, August 31, 2023). An additional $168 million in severance payments are owed to the employees. Through the end of 2021, Entergy expects to record additional charges totaling approximately $180 million related to severance and employee retention costs (5 years). $55 million related to severance and employee-retention expenses through the end of 2018 (2 years). Retention period represents time through shutdown. Entergy expects to record additional charges totaling approximately $55 million to $60 million related to severance and employee retention costs (1.5 years). Represents severance and retention costs related to the planned shutdown or sale of the Pilgrim and FitzPatrick plants. Dominion Resources Kewaunee 5/7/2013 Wisconsin $46,000,000 1 $46,000,000 $70,769 Includes approximately $30 million related to the exit plan (primarily employee retention costs) and $16 million related to future severance payments. Omaha Public Power District Fort Calhoun (2) 10/24/2016 Nebraska $21,300,000 3 $7,100,000 $41,279 Retention Period: 6 months to 36 months (most commonly 18 months). Average payment: 70.1% of base salary (~49% annualized). Cost of retention estimated at $12.3 million and severance at $9 million. Exelon Oyster Creek 12/31/2019 New Jersey $20,000,000 Clinton Quad Cities Three Mile Island Unit 1 Planned 6/1/2017 (closure canceled) Planned 6/1/2018 (closure canceled) (3) N/D $20,000,000 $28,289 Illinois 1, $100,000,000 $50,000,000 $33,490 Illinois 1, /30/2019 Pennsylvania $70,000, $30,000,000 $44,444 Represents retention payments to be made in 2011 only (severance not disclosed). Estimated total cash expenditures related to one-time charges primarily for employee-related costs are expected to range from $75 million to $100 million. Estimated cash expenditures related to one-time charges primarily for employee-related costs are expected to range from $40 million to $70 million. (1) Total for 5 Entergy nuclear facilities of $310 million related to severance and employee retention costs for (2) Employees represent the number of employees receiving retention awards. Range: $28,289 - $70,769 (3) Severance plan cost not disclosed amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 12 of 22

13 2018 FENOC KERP Market Data (Bankruptcy) A&M also evaluated retention plans approved by bankruptcy courts for 17 companies that met the following criteria: Over 100 plan participants; and Operate in the energy, chemical, or mining industries. The list of companies utilized and summary statistics for the comparable set are shown below: Alpha Natural Resources EXCO Resources Sabine Oil & Gas Basic Energy Services LINN Energy Samson Resources Breitburn Energy, LP Longview Power Company SunEdison Energy Future Holdings Lyondell Chemical Company Ultra Petroleum Energy Partners, Ltd. Patriot Coal Westinghouse Electric Company Energy XXI Ltd. Quicksilver Resources The chart below summarizes the annualized percentage of base salary and average payout per participant for these retention plans: Average Annualized Percentile Percentage of Base Salary Payout per Employee 25th Percentile 25% $19,764 Median 29% $37,778 75th Percentile 33% $42, amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 13 of 22

14 2018 FENOC KERP Market Comparison The chart below summarizes how the 2018 FENOC KERP compares with the other nuclear plants which have announced a shutdown (from page 10): 2018 FENOC KERP Market Comparison (Nuclear Plant Shutdown) Element 2018 FENOC KERP Market Observations Participants Total Annualized Retention and Severance per Employee 44% of total employees and 71% of nonbargaining employees are included in the proposed retention plan No members of senior management are included Average $54,800 per employee on an annual basis (severance and retention) Generally all employees are included, including senior management More selective than other nuclear retention programs. Ranges from approximately $30,000 to $70,000 per employee on an annual basis Aligned with market The chart below summarizes how the 2018 FENOC KERP compares with other retention plans that have been approved in bankruptcy (from page 11): FENOC KERP Market Comparison (Bankruptcy) Element 2018 FENOC KERP Market Observations Retention Payment as a Percentage of Base Salary Total Annualized Retention per Employee Ranges from 16% to 68% of annualized base salary 26% of annualized base salary on average Average retention of $31,000 per employee on an annual basis (retention only) Median retention is 29% of annualized base salary Aligned with market Average payout per participant ranges from approximately $19,800 to $42,900 Aligned with market amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 14 of 22

15 2016 KERPs amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 15 of 22

16 2016 KERPs Summary Below is a summary of the 2016 KERPs: Retention Program 2016 KERPs Description In December 2016, FES along with FENOC, implemented the 2016 KERPs to motivate key employees to remain continuously employed by the Company and its subsidiaries through November 30, Payouts range from 50% to 100% of base salary (25% to 50% annualized) Participants Retention Period Total Cost years $21.8 million (includes $1 million discretionary pool - $0.5 million for each of the 2016 FES KERP and the 2016 FENOC KERP) 1 ($ in millions) Total 2016 KERPs 2016 FENOC KERP 2016 FES KERP KERPs # $ # $ # $ Total 286 $ $ $ 3.0 Discretionary Pool $ 1.0 Grand Total $ 21.8 Annualized Cost per Participant: $36,500 Annualized Average Percentage of Salary: 28% 1 To date, none of the discretionary pool has been utilized. 2 Of the 42 employees covered by the 2016 FES KERP, 29 are employed by FirstEnergy Solutions Corp. ($2 million), and 13 are employed by FirstEnergy Generation, LLC ($1 million) amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 16 of 22

17 2016 KERPs Retention Program Peers Bankruptcy To benchmark the 2016 KERPs, A&M evaluated retention plans approved by bankruptcy courts for the 17 companies below that met the following criteria: Over 100 plan participants; and Operate in the energy, chemical, or mining industries. Alpha Natural Resources EXCO Resources Sabine Oil & Gas Basic Energy Services LINN Energy Samson Resources Breitburn Energy, LP Longview Power Company SunEdison Energy Future Holdings Lyondell Chemical Company Ultra Petroleum Energy Partners, Ltd. Patriot Coal Westinghouse Electric Company Energy XXI Ltd. Quicksilver Resources Average Annualized Percentile % of Base Salary Payout per Employee 25th Percentile 25% $19,764 Median 29% $37,778 75th Percentile 33% $42,857 FirstEnergy Solutions 1 28% $36,495 Percentile 33% 49% 1 Represents amounts for 2016 KERPs only amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 17 of 22

18 2016 KERPs Retention Program Peers Bankruptcy (cont d) The comparison of the 2016 KERPs to other bankruptcy court-approved retention plans is summarized below: Retention Program Market Comparison Element Company Retention Programs Market Observations Retention Period Cost 2016 KERPs have a 2 year retention period. Total: ~$21.8 million (~$10.4 million annualized) Per Participant: $72,800 ($36,500 annualized) Retention programs in other bankruptcies typically have a shorter retention period (e.g., 6-12 months) Company retention programs have longer retention period than is traditionally used, but this adds to the retentive nature of the arrangement. Approximates the median of the peers in terms of per participant cost. Aligned with market practices. Annualized Percentage of Base Salary Average 28% of annualized base salary Average retention payouts range from 25% of base salary at the 25 th percentile to 33% of base salary at the 75 th percentile. Aligned with market practices amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 18 of 22

19 Other Retention Programs amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 19 of 22

20 Other Retention Programs Summary The Company currently has the following other retention arrangements in place: Retention Programs FENOC- Local 245 Retention Plan FENOC- Local 29 Retention Plan Manager Retention Agreements Description Certain represented employees of the Davis-Besse Nuclear Power Station are eligible for retention bonuses ranging from $16,000 to $26,750 for continued employment through December 31, Includes reactor operators, equipment operators, and nuclear specialists. Certain represented licensed reactor operators at the Beaver Valley Power Station are eligible for retention bonuses of $40,000 for continued employment through June 30, One-off, cash-based retention and performance agreements that are to be paid in lump sum or installment payments between now and Participants Retention Period years $1.6 million years $0.3 million 5 1 to 4 years $0.2 million Total 80 1 to 4 years $2.1 million Total Cost amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 20 of 22

21 All Retention Programs Combined Comparison of All Company Retention Programs to Other Bankruptcies A&M compared the combined cost of the 2018 FENOC KERP, 2016 KERPs, and all other retention programs to the same bankruptcy comparison group as discussed previously. As shown in the chart below, the combination of all Company retention programs is well within the bankruptcy market data: % of Employee Average Annualized Percentile Population Covered % of Base Salary Payout per Employee 25th Percentile 3% 25% $19,764 Median 41% 29% $37,778 75th Percentile 63% 33% $42,857 FirstEnergy Solutions 1 37% 31% $37,099 Percentile 49% 69% 50% 1 Includes the 2018 FENOC KERP, 2016 KERPs, FENOC-Local 245 Retention Plan, FENOC-Local 29 Retention Plan, and Manager Retention Agreements amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 21 of 22

22 Alvarez & Marsal Holdings, LLC. All rights reserved. ALVAREZ & MARSAL, and A&M are trademarks of Alvarez & Marsal Holdings, LLC. Copyright amk Doc FILED 04/23/18 ENTERED 04/23/18 21:20:06 Page 22 of 22