EXHIBIT
		10-11
	 

	 
		EXECUTION
		COPY
	 

	 
		SECOND AMENDMENT
		TO THE
 BRUCE MANSFIELD UNITS 1, 2 AND 3 OPERATING AGREEMENT
	 

	 
		                THIS
		SECOND AMENDMENT (this “Second Amendment”), effective as of July 1,
		2007, by and among The Cleveland Electric Illuminating Company, an Ohio
		corporation (“CEI”), The Toledo Edison Company, an Ohio corporation
		(“TE”), and FirstEnergy Generation Corp., an Ohio corporation
		(“FEG”) (all of which are indirect wholly-owned subsidiaries of
		FirstEnergy Corp. and are referred to herein individually, as the
		“Participant” or collectively, as the “Participants”) to
		that certain Operating Agreement, dated as of June 1, 1976, entered into by and
		among CEI, Duquesne Light Company, a Pennsylvania corporation, Ohio Edison
		Company, an Ohio corporation (“OE”), Pennsylvania Power Company, a
		Pennsylvania corporation (“PP”), and TE, as amended by that certain
		Amendment, dated as of January 1, 2001 (the “Operating
		Agreement”).
	 

	 
		WITNESSETH:
	 

	 		A.	Pursuant to an intercompany generation asset transfer on October 24,
			 2005 (the “2005 Transfer”) CEI, OE, PP and TE transferred all of
			 their respective ownership interests in Unit No. 1, Unit No. 2 and Unit No. 3
			 (the “Units”) to FEG.
			 
		B.	On
			 September 30, 1987, each of CEI and TE entered into certain sale and leaseback
			 arrangements (the “1987 Sale and Leaseback Transaction”) with the
			 lessor parties thereto with respect to a current total undivided interest of
			 6.5% of Unit No. 1, 45.9% of Unit No. 2 and 44.4% of Unit No. 3.
			 
		C.	On
			 May 18, 2007, FEG purchased a total undivided interest of 0.325% of Unit 1,
			 2.295% of Unit 2 and 2.22% of Unit 3 from a lessor party to the 1987 Sale and
			 Leaseback Transaction.
			 
		D.	FEG has, or will contemporaneously herewith, enter into a sale and
			 leaseback arrangement (the “2007 Sale and Leaseback Transaction”)
			 with the lessor parties thereto (collectively, the “2007 Lessors”)
			 with respect to a total undivided interest of 93.825% of Unit No. 1 (the
			 “FEG Unit No. 1 Interest”).
			 
		E.	The Participants desire to amend the Operating Agreement to (i)
			 reflect the revised ownership and leasehold interests in the Units as a
			 result of the 2005 Transfer, the 1987 Sale and Leaseback Transaction and the
			 2007 Sale and Leaseback Transaction, and (ii) to clarify the 2007 Lessors’
			 rights with respect to the FEG Unit No.1 Interest.


	 
		AGREEMENT
	 

	 
		        In consideration of the foregoing
		and of the mutual covenants and agreements contained hereinafter and of other
		good and valuable consideration the receipt of which is hereby acknowledged,
		the parties hereto agree as follows: 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		                1.
		           Capitalized
		Terms. Capitalized terms used and not otherwise defined herein shall have
		the meanings ascribed thereto in the Operating Agreement.
	 

	 
		                2.
		           Amendatory
		Provisions. The Operating Agreement is hereby amended as follows:
	 

	 		(a)	Section 2 of the Operating Agreement is deleted in its entirety and
			 replaced with the following: 
			 


	 	 	(a)           CEI
			 holds an undivided leasehold interest in Unit No. 1 of 6.175% under the 1987
			 Sale and Leaseback Transaction and FEG holds, or will contemporaneously
			 herewith hold, an undivided leasehold interest in Unit No. 1 of 93.825% under
			 the 2007 Sale and Leaseback Transaction. Each of CEI and FEG shall be entitled
			 to initial generation entitlement shares in the same percentages of the
			 hour-to-hour net operating capacity of Unit No. 1, as determined by FEG, and
			 the energy associated therewith. 
		 
	 	(b)           Each
			 of CEI and TE holds an undivided leasehold interest in Unit No. 2 of 27.170%
			 and 16.435%, respectively, under the 1987 Sale and Leaseback Transaction, and
			 FEG owns the remaining ownership interest in Unit No. 2 of 56.395%. Each of
			 CEI, TE and FEG shall be entitled to initial generation entitlement shares in
			 the same percentages of the hour-to-hour net operating capacity of Unit No. 2,
			 as determined by FEG, and the energy associated therewith. 
		 
	 	(c)           Each
			 of CEI and TE holds an undivided leasehold interest in Unit No. 3 of 23.2465%
			 and 18.9145%, respectively, under the 1987 Sale and Leaseback Transaction, and
			 FEG owns the remaining ownership interest in Unit No. 3 of 57.839%. Each of
			 CEI, TE and FEG shall be entitled to initial generation entitlement shares in
			 the same percentages of the hour-to-hour net operating capacity of Unit No. 3,
			 as determined by FEG, and the energy associated therewith. 
		 
	 	               Generation
			 entitlement shares may be assigned and modified in accordance with Section 25
			 hereof.
		 


	 		(b)	Section 3 of the Operating Agreement is deleted in its entirety and
			 replaced with the following: 
			 


	 	 	For so long as FEG, CEI and TE, or any of their respective Affiliates,
			 are the only Participants under this Agreement, FEG shall operate and dispatch
			 the Units according to the FirstEnergy combined system requirements. At all
			 times thereafter, FEG will keep the Participants informed as to the expected
			 maximum hour-to-hour net operating capacity of each Unit permissible for proper
			 operation of each Unit, as determined by FEG, as it may vary in accordance with
			 conditions existing from time to time. Each Participant with respect to each
			 Unit in which it has a generation entitlement share shall reserve its desired
			 share of capacity and schedule its desired share of energy 


	 
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	 	 	associated therewith, on an hour-to-hour basis, up to the limits of
			 its generation entitlement share, all in accordance with procedures agreed upon
			 by the Participants in that Unit. Subject to necessary outages or reductions in
			 capability, each Unit shall be operated by FEG to produce capacity and energy
			 from each Unit equal to the sums of the capacity reserved and energy scheduled
			 by the Participants. FEG shall exercise its best efforts to achieve a balance
			 between the scheduled output of each Unit and its actual output, and any
			 imbalances shall be recorded and appropriate adjustments shall be made
			 periodically to reduce such imbalances.
		 


	 		(c)	Section 5 of the Operating Agreement is deleted in its entirety and
			 replaced with the following: 
			 


	 		(a)	Subject to matters requiring joint action as specifically provided
			 herein or as required by law, FEG on its own behalf and on behalf of each other
			 Participant to the extent each has a generation entitlement share, shall
			 operate and maintain each Unit and each Unit Site, provide necessary materials
			 and supplies, including fuel as provided in Section 11, and make any additions,
			 repairs, replacements and retirements with respect to each Unit, taking all
			 steps which it deems necessary or appropriate to carry out the provisions of
			 this Agreement all in accordance with sound engineering and operating
			 principles and practices and then currently applicable laws, codes and
			 regulations (the “Maintenance”); provided that, any Unit
			 additions, replacements and retirements involving material changes in
			 capability, useful life, basic methods of operation of a Unit and similar
			 matters not included in the budget with respect to such Unit approved in
			 accordance with Section 12 hereof and not of an emergency nature shall be made
			 only upon agreement of the Participants having at least a 51% aggregate
			 generation entitlement share in the applicable Unit. Retirements with respect
			 to each Unit shall be effected only in a manner consistent with any applicable
			 provisions of the respective first mortgage indentures of the Participants
			 having ownership interests in the Unit (or any financing, sale and leaseback or
			 other lease relating to such Unit and the interests therein to which a
			 Participant is a party, copies of the relevant portions of which, excluding
			 pricing information, will be provided to all Participants).
			 
		(b)	Participants having a generation entitlement share to 51% or more of
			 the then prevailing Net Demonstrated Capability of all of the Units may
			 remove FEG, or any successor to FEG, for Cause as the operator and may
			 designate a replacement operator. For purposes of this Section 5(b), the term
			 “Cause” shall mean the bankruptcy of 


	 
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	 	 	FEG or any act or omission by FEG during the course of operating and
			 maintaining the Units that constitutes malfeasance, misfeasance, gross
			 negligence or willful misconduct. Upon FEG’s removal, FEG will have no
			 further obligations hereunder as operator and shall not be liable for the
			 Maintenance of the Units or any claims arising with respect to the Maintenance
			 of the Units after its removal. In the event a replacement operator is
			 designated pursuant to this Section 5(b), all references throughout this
			 Agreement to FEG as the operator of the Units shall be deemed to be replaced
			 with the name of such replacement operator. 
		 


	 		(d)	Section 6 of the Operating Agreement is deleted in its entirety and
			 replaced with the following:
			 


	 	 	FEG shall prepare and deliver to the Participants in each Unit at
			 least 90 days before the beginning of each calendar year, a listing of any
			 scheduled outages for inspection and ordinary maintenance for such Unit for
			 such calendar year and, to the extent practicable, shall adhere to the listing
			 for routine inspection and maintenance of the Unit. Scheduling of such outages
			 shall be coordinated with FEG’s other plant maintenance outages in
			 accordance with prudent industry practice and in a manner that does not
			 discriminate against any such Unit based on its ownership status. Any outages
			 required for maintenance affecting the safety of a Unit will be scheduled by
			 FEG as required. In the event of an unplanned event or circumstance that FEG
			 reasonably believes would endanger (i) the health and safety of persons on any
			 Unit Site or the public, (ii) the environment or (iii) any of the Units or
			 other property located on or near a Unit or in the event of any other emergency
			 outage, forced outage, or reduction in the capability of any of the Units for
			 any reason, FEG shall, to the extent practicable, schedule and perform all
			 required repairs and replacements, and restore the capability of such Unit, in
			 an expeditious manner in accordance with the requirements and standards in
			 Section 5. FEG shall furnish each Participant with written notice of each of
			 the events, facts or circumstances referred to in the preceding sentence as
			 promptly as is practicable after the occurrence of such event, fact or
			 circumstance.
		 


	 		(e)	The first paragraph of Section 12 of the Operating Agreement is
			 deleted in its entirety and replaced with the following: 
			 


	 	 	FEG will prepare, revise from time to time as appropriate and furnish
			 to each of the Participants with respect to each Unit in which such Participant
			 has a generation entitlement share, an annual budget 


	 
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	 	 	showing by months to the extent possible the expected operating and
			 maintenance expenses, capital expenditures and retirements with respect to such
			 Unit and Unit Site. Each Participant may raise objections to items contained in
			 the budget relating to the Unit in which such Participant has a generation
			 entitlement share and, if Participants having at least a 51% aggregate
			 generation entitlement share with respect to such Unit agree with such
			 objections, such items shall be deleted from the budget. FEG will also prepare,
			 revise from time to time as appropriate and furnish to the Participants
			 projections of such budgets for such reasonably longer periods of time as may
			 be requested by the Participants.
		 


	 		(f)	The second parenthetical in Section 25(d) is revised to read “(at
			 the election of such Person, but subject, however, to the rights of the other
			 Participants under this Agreement)”. 
			 
		(g)	Section 26 is amended, but in so far as it relates to interests held
			 by the signatories hereto and their successors and permitted assigns in respect
			 of interests in Units now owned by them or owned by them in the future, (x) by
			 adding to the end of the second sentence, “and the Owners and Participants
			 of the Unit being retired shall not be entitled then or thereafter to any
			 compensation for their interests in the Shared Facilities and Common Facilities
			 (which shall continue to be available to the Participants in the other
			 Units)”, and (y) by deleting the third sentence.
			 
		(h)	The following Section 29 is hereby added to the Operating
			 Agreement:
			 


	 	 	Each Participant, with respect to any Unit in which such Participant
			 has a generation entitlement share, hereby agrees that (a) it shall not take
			 any action (including, without limitation, commencing or maintaining any
			 proceeding in any court) for the purpose of or which might result in a
			 partition or sale for division of the proceeds, in whole or in part, of such
			 Unit, or of any Common Facilities or Shared Facilities allocable to such Unit,
			 or the interests in land associated with such Unit (referred to elsewhere in
			 this Agreement as a “Unit Site”), or any modifications, improvements
			 or additions made to any thereof; and (b) it hereby waives and releases all
			 rights which it may have to take any such action in respect of any of said
			 property, whether now existing or hereafter accruing, and in the event any such
			 right shall hereafter accrue, it shall from time to time, upon the written
			 request of any party hereto or any other person having an interest in such
			 property (including, without limitation, the lessor in a sale and leaseback
			 transaction described in clause (iii) of paragraph (a) of Section 25 hereof),
			 execute and deliver such further instruments as may be necessary or appropriate
			 to confirm the foregoing waiver and release. This waiver and release shall be
			 effective to bind any successor or assign of each Participant, including,
			 without limitation, any Transferee of such Participant.


	 
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		                3.
		            Existing
		Agreement. Except as expressly amended hereby, all of the terms, covenants
		and conditions of the Operating Agreement (i) are ratified and confirmed; (ii)
		shall remain unamended and not waived; and (iii) shall continue in full force
		and effect. Anything to the contrary contained in this Second Amendment
		notwithstanding, no provision of this Second Amendment shall act to reduce the
		proportional share of the net generating capacity of the Units that any lessor
		or assignee thereof under a sale and leaseback transaction shall be entitled to
		as a result of its ownership of the Units, or to deprive the owner participant
		or owner trustee under a sale and leaseback transaction involving the Units of
		any benefit it may have had under the Operating Agreement, prior to this Second
		Amendment.
	 

	 
		                4.
		            Governing
		Law. This Second Amendment is made under and shall be governed by the laws
		of the Commonwealth of Pennsylvania. Section 27 of the Operating Agreement
		shall apply to this Second Amendment mutatis mutandis. 
	 

	 
		                5.
		            Counterparts.
		This Second Amendment may be executed in one or more counterparts, each of
		which shall be deemed an original, and all of which, taken together, shall
		constitute one and the same instrument.
	 

	 
		                6.
		            Enforceability.
		If any provision of this Second Amendment shall be held to be illegal, invalid
		or unenforceable under any applicable law, then such contravention or
		invalidity shall not invalidate the entire Second Amendment or the Operating
		Agreement. Such provision shall be deemed to be modified to the extent
		necessary to render it legal, valid and enforceable, and if no such
		modification shall render it legal, valid and enforceable, then this Second
		Amendment and the Operating Agreement shall be construed as if not containing
		the provision held to be invalid, and the rights and obligations of the parties
		shall be construed and enforced accordingly. 
	 

	 
		[Signature page
		follows]
	 

	 
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		IN WITNESS
		WHEREOF, the undersigned have duly executed this Second Amendment effective
		as of the date first written above.
	 

	 	 	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
		 
	 	By: /s/ James F. Pearson        
	 	Name:  James F. Pearson 
 Title: Vice President and
			 Treasurer
		 
	 	FIRSTENERGY GENERATION CORP.
		 
	 	By: /s/ James F. Pearson        
	 	Name:  James F. Pearson 
 Title: Vice President and
			 Treasurer
		 
	 	THE TOLEDO EDISON COMPANY
		 
	 	By: /s/ James F. Pearson        
	 	Name:  James F. Pearson 
 Title: Vice President and
			 Treasurer