[Exeuction
      Copy]





**Exhibit
      10.1**










**TE
      NUCLEAR
      PURCHASE AND SALE AGREEMENT**




by
      and
      between




**THE
      TOLEDO
      EDISON COMPANY**




**(Seller)**




and




**FIRSTENERGY
      NUCLEAR GENERATION CORP.**




**(Purchaser)**


























































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TABLE
      OF
      CONTENTS


Page


ARTICLE
                1
                DEFINITIONS
            
            1**Section
                1.1**
            **Defined
                Terms**
            1**Section
                1.2**
            **Other
                Definitional and Interpretive Matters**
            2ARTICLE
                2
                PURCHASE AND SALE
            3**Section
                2.1**
            **Purchase
                and Sale**
            3**Section
                2.2**
            **Purchase
                Price**
            3**Section
                2.3**
            **Assumed
                Liabilities**
            3**Section
                2.4**
            **Seller’s
                Pollution Control Revenue Bonds**
            3**Section
                2.5**
            **Further
                Assurances; Further Conveyances And****Assumptions**
            4ARTICLE
                3
                CLOSING
            
            4**Section
                3.1**
            **Deliveries
                By Seller**
            4**Section
                3.2**
            **Deliveries
                By Purchaser**
            5**Section
                3.3**
            **Closing
                Date**
            5**Section
                3.4**
            **Contemporaneous
                Effectiveness**
            5ARTICLE
                4
                REPRESENTATIONS AND WARRANTIES OF SELLER
            6**Section
                4.1**
            **Authorization;
                Binding Effect**
            6**Section
                4.2**
            **Consents**
            6**Section
                4.3**
            **Title**
            6**Section
                4.4**
            **Permits**
            6ARTICLE
                5
                REPRESENTATIONS AND WARRANTIES OF PURCHASER
            6**Section
                5.1**
            **Authorization;
                Binding Effect**
            7**Section
                5.2**
            **Consents**
            7ARTICLE
                6
                CERTAIN COVENANTS
            7**Section
                6.1**
            **Reasonable
                Commercial Efforts**
            7ARTICLE
                7
                CONDITIONS PRECEDENT TO CLOSING
            7**Section
                7.1**
            **General
                Conditions**
            7**Section
                7.2**
            **Conditions
                Precedent To Purchaser’s Obligations**
            8**Section
                7.3**
            **Conditions
                Precedent To Seller’s Obligations**
            8ARTICLE
                8
                TERMINATION, WAIVER, SURVIVAL AND AMENDMENT
            8**Section
                8.1**
            **Termination**
            8**Section
                8.2**
            **Waiver**
            9**Section
                8.3**
            **Survival**
            9**Section
                8.4**
            **Amendment
                of Agreement**
            9ARTICLE
                9
                MISCELLANEOUS PROVISIONS
            9**Section
                9.1**
            **Notices**
            9**Section
                9.2**
            **Entire
                Agreement; Modification**
            9**Section
                9.3**
            **Assignment;
                Binding Effect; Severability**
            9**Section
                9.4**
            **Governing
                Law**
            10**Section
                9.5**
            **Execution
                in Counterparts**
            10














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**Exhibits** **:**





Exhibit A
            -
            Form
                of
                Assignment and Assumption AgreementExhibit B
            -
            Form
                of Bill
                of SaleExhibit C
            -
            Forms
                of
                DeedsExhibit D
            -
            Form
                of
                Purchaser’s Secured Promissory NoteExhibit E
            -
            Form
                of
                Security Agreement





**Schedules** **:**





Schedule 2.1
            -
            Purchased
                AssetsSchedule 2.4
            -
            Seller’s
                Pollution Control Revenue BondsSchedule 4.2
            -
            Seller
                Required ConsentsSchedule 4.3
            -
            TitleSchedule 5.2
            -
            Purchaser
                Required Consents














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**PURCHASE
      AND SALE AGREEMENT**




**THIS
      PURCHASE AND SALE AGREEMENT** (this
      " Agreement ")
      is made as of
      the ____ day of __________, 2005, by and between The Toledo Edison Company,
      an
      Ohio corporation (the " Seller "),
      and FirstEnergy
      Nuclear Generation Corp., an Ohio corporation (the " Purchaser ").




**RECITALS**




WHEREAS,
      Seller is
      the owner all of the Purchased Assets (as defined herein); and




WHEREAS,
      Seller now
      desires to sell the Purchased Assets to Purchaser and Purchaser desires to
      purchase the Purchased Assets from Seller upon the terms and subject to the
      conditions set forth in this Agreement.




NOW,
      THEREFORE, in
      consideration the premises, the mutual representations, warranties, covenants
      and agreements contained herein and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, and subject to the
      terms and conditions hereinafter set forth, intending to be legally bound
      thereby, the parties hereto hereby agree as follows:




**ARTICLE
      1**


**DEFINITIONS**




**Section
      1.1**  **Defined
      Terms** .
      Capitalized terms
      used in this Agreement or in any Schedule delivered pursuant hereto, or Exhibit
      attached hereto and not otherwise defined shall have the following:




"Agreement" has the meaning
      set forth in the first paragraph of this Agreement.




"Assignment
      and
      Assumption Agreement" means the
      Assignment and Assumption Agreement between Seller and Purchaser substantially
      in the form of Exhibit A hereto, to be delivered at Closing.




"Assumed
      Liabilities" has the meaning
      set forth in Section 2.3.




"Bill
      of
      Sale" means the Bill of
      Sale, substantially in the form of Exhibit B hereto, to be delivered at the
      Closing.




"Closing" means the
      consummation of the transactions contemplated in this Agreement to occur on
      the
      Closing Date.




"Closing
      Date" has the meaning
      set forth in Section 3.3.




"Deeds" means the Deeds to
      be executed by the Seller substantially in the forms of Exhibit C hereto, to
      be
      delivered to Purchaser at the Closing.




"Exhibit" means each Exhibit
      attached hereto.




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"Governmental
      Body" means any
      government, any state or other political subdivision thereof, any legislative,
      executive or judicial unit or instrumentality of any governmental entity or
      any
      department, commission, board, agency, bureau, official or other regulatory,
      administrative or judicial authority thereof, or any entity (including a court
      or self-regulatory organization) exercising executive, legislative, judicial,
      tax, regulatory or administrative functions of or pertaining to
      government.




"Permits" means all permits
      and licenses, franchises and other governmental authorizations, approvals,
      consents, orders, registrations, notices or other authorizations issued to,
      or
      required to be obtained or maintained by, Seller and necessary for the
      ownership, operation, maintenance or use of the Purchased Assets, including
      any
      amendment, modification, limitation, condition or renewal thereof.




"Person" means any
      individual, corporation, partnership, limited liability company, firm,
      association, joint venture, joint stock company, trust, unincorporated
      organization or other entity, or any Governmental Body.




"Purchase
      Price" has the meaning
      set forth in Section 2.2.




"Purchased
      Assets" has the meaning
      set forth in Section 2.1




"Purchaser" has the meaning
      set forth in the first paragraph of this Agreement.




"Schedule" means each
      Schedule delivered pursuant hereto.




"Secured
      Promissory Note" means the secured
      promissory note delivered by Purchaser to Seller in respect of the Purchase
      Price, substantially in the form of Exhibit D hereto, to be delivered at
      Closing.




"Security
      Agreement" means the Security
      Agreement between Purchaser and Seller, substantially in the form of Exhibit
      E
      hereto, to be delivered at Closing.




"Seller" has the meaning
      set forth in the first paragraph of this Agreement.




"Seller
      Required
      Consents" has the meaning
      set forth in Section 4.2.




"Seller’s
      Indenture" means the
      Indenture of Mortgage and Deed of Trust dated as of April 1, 1947 between Seller
      and The Chase National Bank of the City of New York, with The Chase Manhattan
      Bank as successor trustee.




**Section
      1.2**  **Other
      Definitional and Interpretive Matters** **.** Unless
      otherwise
      expressly provided, for purposes of this Agreement, the following rules of
      interpretation shall apply:




(a)  Any
      reference in
      this Agreement to gender shall include all genders, and words imparting the
      singular number only shall include the plural and vice versa.




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(b)  The
      provision of a
      Table of Contents, the division of this Agreement into Articles, Sections and
      other subdivisions and the insertion of headings are for convenience of
      reference only and shall not affect or be utilized in construing or interpreting
      this Agreement. Any reference in this Agreement to any "Section" is to the
      corresponding Section of this Agreement unless otherwise specified.




(c)  The
      words such as
      "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement
      as a
      whole and not merely to a subdivision in which such words appear unless the
      context otherwise requires.




(d)  The
      word
      "including" or any variation thereof means "including, without limitation"
      and
      shall not be construed to limit any general statement that it follows to the
      specific or similar items or matters immediately following it.




(e)  The
      Schedules and
      Exhibits attached to this Agreement shall be construed with and as an integral
      part of this Agreement to the same extent as if the same had been set forth
      verbatim herein. Notwithstanding the foregoing, in the event a word or phrase
      defined in this Agreement is expressly given a different meaning in any Schedule
      or Exhibit, such different definition shall apply only to such Schedule or
      Exhibit defining such word or phrase independently, and the meaning given such
      word or phrase in this Agreement shall control for purposes of this Agreement,
      and such alternative meaning shall have no bearing or effect, on the
      interpretation of this Agreement.




**ARTICLE
      2**


**PURCHASE
      AND SALE**




**Section
      2.1** **Purchase
      and Sale** .
      Upon the terms
      and subject to the conditions of this Agreement, on the Closing Date Seller
      shall grant, sell, transfer, assign, convey and deliver to Purchaser, and
      Purchaser shall purchase, acquire and accept from Seller, all of Seller’s right,
      title and interest in, to and under the Purchased Assets identified in Schedule
      2.1 .
      The Purchased
      Assets shall be sold, assigned, transferred and delivered free and clear of
      the
      lien of Seller’s Indenture.




**Section
      2.2**  **Purchase
      Price** .
      The Purchase
      Price for the Purchased Assets shall be the net book value thereof (after
      accumulated depreciation) as set forth on Seller’s consolidated balance sheet as
      at the end of the fiscal quarter immediately preceding the Closing Date less (a) the agreed
      upon value of Assumed Liabilities and (b) the outstanding principal amount
      of
      and accrued interest on any of Seller’s Pollution Control Bonds (as hereinafter
      defined) which Purchaser assumes as of the Closing Date. Purchaser shall pay
      the
      Purchase Price on the Closing Date by delivering to Seller the Secured
      Promissory Note substantially in the form of Exhibit C hereto in the principal
      amount of the Purchase Price.


**** **Section
        2.3**  **Assumed
        Liabilities** .
        On the Closing
        Date, Purchaser shall deliver to Seller the Assignment and Assumption Agreement
        pursuant to which Purchaser shall assume and agree to discharge when due,
        without recourse to Seller, all of the liabilities and obligations of Seller,
        direct or indirect, known or unknown, absolute or contingent, which directly
        relate to the Purchased Assets and arise from Purchaser's ownership thereof
        from
        and after the Closing Date, including without any




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limitation,
      any
      decommissioning liabilities and obligations associated with the Purchased Assets
      and other liabilities more specifically identified in the form of Assignment
      and
      Assumption Agreement attached as Exhibit A hereto (collectively, the "Assumed
      Liabilities"), which include, among other liabilities, liability for the
      decommissioning and decontamination of the Purchased Assets, management of
      spent
      nuclear fuel, and all environmental liabilities, as well as any liabilities
      associated with the ownership of the Purchased Assets from and after the Closing
      Date. Seller shall retain responsibility for all such liabilities and
      obligations which arise from Seller's ownership of the Purchased Assets prior
      to
      the Closing Date, except for those liabilities specifically enumerated in the
      Assignment and Assumption Agreement including liabilities for decommissioning
      and decontamination of the Purchased Assets, management of spent nuclear fuel,
      and all environmental liabilities, and agrees to indemnify and hold harmless
      Purchaser from and against any and all liabilities, actions, claims, damages,
      costs and expenses which Purchaser may suffer or incur with respect to any
      liabilities or obligations related or associated with the Purchased Assets
      arising from Seller's ownership thereof at any time prior to the Closing
      Date.




**Section
      2.4**  **Seller’s
      Pollution Control Revenue Bonds.** Purchaser agrees
      that upon Seller’s request, from time to time, either prior to, on or following
      the Closing Date, Purchaser will assume Seller’s liabilities and obligations
      with respect to the $283,600,000 aggregate principal amount (or any portion
      thereof) of outstanding pollution control revenue bonds as set forth on Schedule
      2.4 to this Agreement
      ("Seller’s Pollution Control Bonds"). As and to the extent that Purchaser
      assumes such liabilities and obligations after the Closing, it shall result
      in a
      payment by Purchaser under the Secured Promissory Note as provided
      therein.




**Section
      2.5**  **Further
      Assurances; Further Conveyances And Assumptions** . From time to time,
      whether before, at or following the Closing Date, Seller and Purchaser shall,
      and shall cause their respective affiliates to, execute, acknowledge and deliver
      all such further instruments, agreements and other documents, and shall take
      such further actions as may be necessary or appropriate to assure fully to
      Purchaser and its successors or assigns, all of the properties, rights, titles
      and interests conveyed to Purchaser under this Agreement and to assure fully
      the
      assumption of the liabilities and obligations assumed by Purchaser under this
      Agreement, Seller’s Pollution Control Bonds and the Assignment and Assumption
      Agreement, and to otherwise make effective as promptly as practicable the
      transactions contemplated hereby and thereby.




**ARTICLE
      3**


**CLOSING**




At
      the Closing, the
      following transactions shall take place:




**Section
      3.1**  **Deliveries
      By Seller** .
      On the Closing
      Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the
      following:




(a)  duly
      executed Bill
      of Sale;




(b)  duly
      executed Deeds
      conveying the real property interests constituting each of the Purchased Assets
      listed on Schedule
      2.1 hereto;




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(c)  evidence,
      reasonably satisfactory to Purchaser, of the obtaining of the Seller Required
      Consents, which consents will be in full force and effect on the Closing Date;
      and




(d)  all
      such other
      assignments and other instruments of assignment, transfer or conveyance,
      together with books and records related to the Purchased Assets, as Purchaser
      may reasonably request or as may be otherwise necessary or desirable to evidence
      and effect the sale, transfer, assignment, conveyance and delivery of the
      Purchased Assets to Purchaser and to put Purchaser in actual possession or
      control of the Purchased Assets.




**Section
      3.2**  **Deliveries
      By Purchaser** .
      On the Closing
      Date, Purchaser shall deliver, or shall cause to be delivered, to Seller the
      following:




(a)  Purchaser’s
      Secured
      Promissory Note as provided in Section 2.2;




(b)  duly
      executed
      Assignment and Assumption Agreement;




(c)  duly
      executed
      Security Agreement; and




(d)  all
      such other
      documents and instruments as Seller may reasonably request or as may be
      otherwise necessary or desirable to evidence and effect the acquisition by
      Purchaser of the Purchased Assets and the assumption by Purchaser of (i) any
      of
      Seller’s Pollution Control Bonds assumed on or prior to the Closing pursuant to
      Section 2.4 hereof, and (ii) the Assumed Liabilities.




**Section
      3.3**  **Closing
      Date** .
      The Closing shall
      take place as promptly as practicable following the date on which the last
      of
      the conditions specified in Article 7 to be satisfied or waived has
      been
      satisfied or waived, (the " Closing
      Date ").




**Section
      3.4**  **Contemporaneous
      Effectiveness** .
      All acts and
      deliveries prescribed by this Article 3, regardless of chronological
      sequence, will be deemed to occur contemporaneously and simultaneously on the
      occurrence of the last act or delivery, and none of such acts or deliveries
      will
      be effective until the last of the same has occurred.




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**ARTICLE
      4**


**REPRESENTATIONS
      AND WARRANTIES OF SELLER**




Seller
      hereby
      represents and warrants to Purchaser as follows:




**Section
      4.1**  **Authorization;
      Binding Effect** .




(a)  Seller
      has all
      requisite corporate power and authority to sell the Purchased Assets and enter
      into and deliver this Agreement, the Bill of Sale and any related agreements
      to
      which it will be a party and to perform its obligations hereunder and
      thereunder. The execution and delivery by Seller of this Agreement, the Bill
      of
      Sale and any related agreements to which it will be a party and its consummation
      of the transactions contemplated hereby and thereby have been duly authorized
      by
      all necessary corporate action of Seller.




(b)  This
      Agreement has
      been duly executed and delivered by Seller and this Agreement is, and the Bill
      of Sale any related agreements to which Seller will be a party, when duly
      executed and delivered by Seller, will be, valid and legally binding obligations
      of Seller, enforceable against Seller in accordance with their respective
      terms.




**Section
      4.2**  **Consents** .  No
      Permit or
      consent from, approval, order or authorization of, or registration, declaration
      or filing with, any Person is required to be obtained by Seller in connection
      with its execution and delivery of this Agreement, the Bill of Sale or any
      related agreement or for the sale of the Purchased Assets and the consummation
      by Seller of the transactions contemplated hereby or thereby except for consents
      or approvals that are required to transfer or assign to Purchaser the Purchased
      Assets, Seller’s Pollution Control Bonds, the Assumed Liabilities or any other
      rights and obligations of Seller upon the terms and subject to the conditions
      of
      this Agreement that are set forth in Schedule 4.2 (the " Seller
      Required
      Consents ") .




**Section
      4.3**  **Title** .  Seller
      is the
      record owner of, and has good and valid title to, the Purchased Assets, and,
      except as set forth on Schedule
      4.3 ,
      has full power
      and authority to convey title to the Purchased Assets to Purchaser.




**Section
      4.4**  **Permits** .
      Seller owns,
      holds or possesses all Permits that are necessary to own the Purchased Assets,
      all of which are valid and in full force and effect. Seller is not in violation
      of or default under any such Permits in any material respect.




**ARTICLE
      5**


**REPRESENTATIONS
      AND WARRANTIES OF PURCHASER**




Purchaser
      hereby
      represents and warrants to Seller as follows:




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**Section
      5.1**  **Authorization;
      Binding Effect** .




(a) Purchaser
      has all
      requisite corporate power and authority to purchase the Purchased Assets and
      enter into and deliver this Agreement, the Assignment and Assumption Agreement
      and any related agreements to which it will be a party and to perform its
      obligations hereunder and thereunder. The execution and delivery by Purchaser
      of
      this Agreement, the Assignment and Assumption Agreement and any related
      agreements to which it will be a party and its consummation of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate action of Purchaser.




(b) This
      Agreement has
      been duly executed and delivered by Purchaser and this Agreement is, and the
      Assignment and Assumption Agreement and any related agreements to which
      Purchaser will be a party, when duly executed and delivered by Purchaser, will
      be, valid and binding obligations of Purchaser, enforceable against Purchaser
      in
      accordance with their respective terms.




**Section
      5.2**  **Consents** .  No
      consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any Person is required to be obtained by Purchaser in connection with
      its
      execution and delivery of this Agreement, the Assignment and Assumption
      Agreement or any related agreements or for the purchase of the Purchased Assets,
      the assumption of the Assumed Liabilities and the consummation by Purchaser
      of
      the transactions contemplated hereby or thereby, except for consents or
      approvals that are required to transfer or assign to Purchaser the Purchased
      Assets and Assumed Liabilities or any other rights and obligations of Purchaser
      upon the terms and subject to the Conditions of this Agreement that are as
      set
      forth in Schedule 5.2 (the " Purchaser
      Required Consents ").




**ARTICLE
      6**


**CERTAIN
      COVENANTS**




**Section
      6.1**  **Reasonable
      Commercial Efforts** .
      Each party shall
      use all reasonable commercial efforts to take, or cause to be taken, all
      actions, and to do, or cause to be done, all things necessary, proper or
      advisable to consummate and make effective, in the most expeditious manner
      practicable, the transactions contemplated by this Agreement .




**ARTICLE
      7**


**CONDITIONS
      PRECEDENT TO CLOSING**




**Section 7.1**  **General
      Conditions** .
      The respective
      obligations of Purchaser and Seller to effect the Closing of the transactions
      contemplated hereby are subject to the fulfillment, prior to or at the Closing,
      of each of the following conditions:




(a)  No
      order of any
      governmental body, court or administrative agency shall be in effect that
      enjoins, restrains, conditions, makes illegal or otherwise prohibits
      consummation of the transactions contemplated by this Agreement, and there
      shall
      not be pending any suit, action or proceeding by any Governmental Body seeking
      to enjoin, restrain, condition, make illegal or otherwise prohibit consummation
      of the transactions contemplated by this Agreement.




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(b)  All
      other
      authorizations, consents, orders or approvals of, or expirations of waiting
      periods imposed by, any Governmental Body legally required for the consummation
      of the transactions contemplated hereby shall have been obtained or shall have
      occurred.




**Section
      7.2**  **Conditions
      Precedent To Purchaser's Obligations** .
      The obligations
      of Purchaser to effect the Closing of the transactions contemplated hereby
      are
      subject to the fulfillment, prior to or at the Closing, of each of the following
      conditions, any of which conditions may be waived by Purchaser in its sole
      discretion:




(a)  The
      representations
      and warranties of Seller contained in this Agreement or in any Schedule, Exhibit
      or document delivered pursuant to the provisions hereof or in connection with
      the transactions contemplated hereby shall be true and correct in all material
      respects as though such representations and warranties were made at and as
      of
      the Closing Date.




(b)  Seller
      shall have
      performed in all material respects all obligations and agreements and complied
      in all material respects with all covenants and conditions required by this
      Agreement to be performed or complied with by Seller, prior to or at the
      Closing, including executing and delivering or causing to be executed and
      delivered all of the items required by Section 3.1.




(c)  All
      Seller Required
      Consents shall have been obtained or made and shall be in full force and effect
      as of the Closing Date.




**Section
      7.3**  **Conditions
      Precedent To Seller's Obligations** .
      The obligations
      of Seller to effect the Closing of the transactions contemplated hereby are
      subject to the fulfillment, prior to or at the Closing, of each of the following
      conditions, any of which conditions may be waived by Seller in its sole
      discretion:




(a)  The
      representations
      and warranties of Purchaser contained in this Agreement or in any Schedule,
      Exhibit or document delivered pursuant to the provisions hereof or in connection
      with the transactions contemplated hereby shall be true and correct in all
      material respects as though such representations and warranties were made at
      and
      as of the Closing Date.




(b)  Purchaser
      shall
      have performed in all material respects all obligations and agreements and
      complied in all material respects with all covenants and conditions required
      by
      this Agreement to be performed or complied with by Purchaser, prior to or at
      the
      Closing, including executing and delivering or causing to be delivered the
      items
      required by Section 3.2.




(c)  All
      Purchaser
      Required Consents shall have been obtained or made, and shall be in full force
      and effect as of the Closing Date.




**ARTICLE
      8**


**TERMINATION,
      WAIVER** **,
      SURVIVAL
      AND AMENDMENT**




**Section
      8.1**  **Termination** . Seller
      and
      Purchaser may mutually agree to terminate this Agreement at any time prior
      to
      the Closing Date .




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**Section
      8.2**  **Waiver** .
      Any term or
      condition hereof may be waived at any time prior to the Closing Date by the
      party hereto which is entitled to the benefits thereof. The failure of either
      party to enforce at any time any provision of this Agreement shall not be
      construed to be a waiver of such provision nor shall it in any way affect the
      validity of this Agreement or the right of such party thereafter to enforce
      each
      and every such provision. No waiver of any right in or breach of this Agreement
      shall be held to constitute a waiver of any other right or subsequent
      breach.




**Section
      8.3**  **Survival** .
      Purchaser’s
      representations and warranties in Article 5 hereof shall survive for a period
      of
      six months following the Closing Date.




**Section
      8.4**  **Amendment
      of Agreement** .
      This Agreement
      may be amended at any time prior to the Closing Date by action of the parties
      hereto; provided, however, that such amendment shall not be effective unless
      it
      shall be evidenced by a written instrument duly executed on behalf of each
      party
      by its duly authorized officer or employee.




**ARTICLE
      9**


**MISCELLANEOUS
      PROVISIONS**




**Section
      9.1**  **Notices** .
      All notices and
      other communications hereunder shall be in writing and shall be deemed to have
      been duly given upon receipt if: (a) mailed by certified or registered
      mail, return receipt requested; (b) sent for overnight delivery by Federal
      Express or other express carrier, (c) sent via facsimile; or
      (d) delivered personally, addressed as follows or to such other address
      or
      addresses of which the respective party shall have notified the
      other.




If
                to
                Seller:
            The
                Toledo
                Edison Company
              c/o
                FirstEnergy Corp.
              76
                South Main
                Street
              Akron,
                Ohio
                44308
              Attn:
                President
              Facsimile:
                (330) 384-3875If
                to
                Purchaser:
            FirstEnergy
                Nuclear Generation Corp.
              c/o
                FirstEnergy Corp.
              76
                South Main
                Street
              Akron,
                Ohio
                44308
              Attn:
                President
              Facsimile:
                (330) 384-3875





**Section
      9.2**  **Entire
      Agreement; Modification** .  The
      agreement of
      Seller and Purchaser, which consists of this Agreement, the Schedules and
      Exhibits hereto and the documents referred to herein, sets forth the entire
      agreement and understanding between the parties and supersedes any prior
      agreement or understanding, written or oral, relating to the subject matter
      of
      such agreements and schedules.




**Section
      9.3**  **Assignment;
      Binding Effect; Severability** .
      This Agreement
      may not be assigned by any party hereto without the other party's written
      consent. This Agreement shall be







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binding
      upon and
      inure to the benefit of and be enforceable by the successors and permitted
      assigns of each party hereto. The provisions of this Agreement are severable,
      and, in the event that any one or more provisions are deemed illegal or
      unenforceable, the
      parties shall
      promptly amend this Agreement as and to the extent necessary to preserve their
      underlying commercial agreement as contemplated hereby.




**Section
      9.4**  **Governing
      Law** .
      THIS AGREEMENT
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF OHIO AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY,
      CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.




**Section
      9.5**  **Execution
      in Counterparts** .
      This Agreement
      may be executed in two or more counterparts, each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same
      instrument.














(signature
      page
      follows)










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IN
      WITNESS WHEREOF,
      the parties hereto have executed this Agreement as of the day and year first
      above written.




**THE
      TOLEDO EDISON
      COMPANY**




By:Name:
              Title:


**FIRSTENERGY
      NUCLEAR
      GENERATION CORP.**




By:Name:
              Title:





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EXHIBIT
      A





Form
      of Assignment
      and Assumption Agreement








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EXHIBIT
      B





Form
      of Bill of
      Sale








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EXHIBIT
      C





Form
      of
      Deeds








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EXHIBIT
      D





Form
      of Purchaser’s
      Secured Promissory Note











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EXHIBIT
      E





Form
      of Security
      Agreement











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SCHEDULE
      2.1





Purchased
      Assets





1.
            Seller’s
                1.65% undivided ownership interest in Unit No. 2 of the Beaver Valley
                Nuclear Generating Station, Borough of Shippingport,
                Pennsylvania




2.
            Seller’s
                48.62% undivided ownership interest in the Davis-Besse Nuclear Generating
                Station, Oak Harbor, Ohio




3.
            Seller’s
                19.91% undivided ownership interest in Unit No. 1 of the Perry Nuclear
                Generating Station, North Perry,
                Ohio




4.
            Seller’s
                interest in the qualified and non-qualified nuclear decommissioning
                trust
                funds associated with its ownership interests in the Beaver Valley,
                Davis-Besse and Perry Nuclear Generating
                Stations




5.
            All
                of
                Seller’s right, title and interest in and to any and all contracts, fuel,
                spare parts, inventories, equipment, supplies and other assets associated
                with or necessary for the ownership or operation of the
                foregoing







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SCHEDULE
      2.4





Seller’s
      Pollution Control Revenue Bonds





**Issuer**
            **Bonds**
            **Principal Amount**Ohio
                Water
                Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series 2000-A due 2024
            $3,600,000Ohio
                Air
                Quality Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2033
            $5,700,000Beaver
                County
                Industrial Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2027
            $10,100,000Beaver
                County
                Industrial Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2033
            $18,800,000Ohio
                Water
                Development Authority
            Pollution
                Control Revenue Refunding Bonds, BC Series 95-B due 2020
            $19,000,000Ohio
                Water
                Development Authority
            Pollution
                Control Revenue Refunding First Mortgage Bonds, Series due
                2033
            $20,200,000Ohio
                Water
                Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series A due 2023
            $30,500,000Beaver
                County
                Industrial Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2033
            $30,900,000Ohio
                Air
                Quality Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2033
            $31,600,000Ohio
                Air
                Quality Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series2000-A due 2024
            $33,200,000Ohio
                Air
                Quality Development Authority
            Pollution
                Control Revenue Refunding Bonds, BC Series 95-A due 2020
            $35,000,000Beaver
                County
                Industrial Development Authority
            Pollution
                Control Revenue Refunding Bonds, Series due 2020
            $45,000,000TOTAL:
            $283,600,000








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SCHEDULE
      4.2





Seller
      Required
      Consents





New
      York State
      Public Service Commission, Pennsylvania Public Utility Commission, Public
      Utilities Commission of Ohio and New Jersey Board of Public Utilities
      determinations under Section 32(c) of the Public Utility Holding Company
      Act.




Notice
      of Change of
      Status filed with the Federal Energy Regulatory Commission under Section 365.8
      of the Regulations under the Federal Power Act.




Order
      of the
      Securities and Exchange Commission under the Public Utility Holding Company
      Act
      of 1935 authorizing Seller’s acquisition of Purchaser’s Secured Promissory
      Note.




Approval
      of the
      Federal Energy Regulatory Commission for the sale of jurisdictional Purchased
      Assets, to the extent applicable, pursuant to Section 203 of the Federal Power
      Act.




Federal
      Energy
      Regulatory Commission acceptance for filing of the Interconnection Agreement
      and
      the Power Purchase Agreement pursuant to Section 205 of the Federal Power
      Act.




A pproval
      of the
      Nuclear Regulatory Commission for the transfer of the operating and nuclear
      materials licenses pursuant to 10 C.F.R. 50.80.




Release
      from lien
      of the Indenture of Mortgage and Deed of Trust dated as of April 1, 1947 between
      Seller and The Chase National Bank of the City of New York, with The Chase
      Manhattan Bank as successor trustee, as supplemented and amended.




Consents
      of the
      issuer of Seller’s Pollution Control Bonds listed on Schedule
      2.4 to the extent
      required for any assumption of such Bonds by the Purchaser on or prior to the
      Closing in accordance with Section 2.4 hereof and consents, if any, required
      of
      any insurer of such Bonds in respect of any such assumption.












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SCHEDULE
      4.3





Title








Security
      interests
      created by the Indenture of Mortgage and Deed of Trust dated as of April 1,
      1947
      between Seller and The Chase National Bank of the City of New York, with The
      Chase Manhattan Bank as successor trustee, as supplemented and
      amended.












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SCHEDULE
      5.2





Purchaser
      Required Consents





New
      York State
      Public Service Commission, Pennsylvania Public Utility Commission, Public
      Utilities Commission of Ohio and New Jersey Board of Public Utilities
      determinations under Section 32(c) of the Public Utility Holding Company
      Act.




Notice
      of Change of
      Status filed with the Federal Energy Regulatory Commission under Section 365.8
      of the Regulations under the Federal Power Act.




Approval
      of the
      Federal Energy Regulatory Commission for the sale of jurisdictional Purchased
      Assets, to the extent applicable, pursuant to Section 203 of the Federal Power
      Act.




Federal
      Energy
      Regulatory Commission acceptance for filing of the Interconnection Agreement
      and
      the Power Purchase Agreement pursuant to Section 205 of the Federal Power
      Act.




A pproval
      of the
      Nuclear Regulatory Commission for the transfer of the operating and nuclear
      materials licenses pursuant to 10 C.F.R. 50.80.




Release
      from lien
      of the Indenture of Mortgage and Deed of Trust dated as of April 1, 1947 between
      Seller and The Chase National Bank of the City of New York, with The Chase
      Manhattan Bank as successor trustee, as supplemented and amended.




Consents
      of the
      issuer of Seller’s Pollution Control Bonds listed on Schedule
      2.4 to the extent
      required for any assumption of such Bonds by the Purchaser on or prior to the
      Closing in accordance with Section 2.4 hereof and consents, if any, required
      of
      any insurer of such Bonds in respect of any such assumption.




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