**[Execution
      Copy]** 
 **Exhibit
        10.1**
 
 
  **CEI
        NUCLEAR
        PURCHASE AND SALE AGREEMENT**
  by
        and
        between
  **THE
        CLEVELAND ELECTRIC ILLUMINATING COMPANY**
  **(Seller)**
  and
  **FIRSTENERGY
        NUCLEAR GENERATION CORP.**
  **(Purchaser)**
  
  
  
  
  
  
  
  
  
  
 
  
   **TABLE
        OF
        CONTENTS**
 
 
 **Page**ARTICLE
                  1
                  DEFINITIONS
              
              1Section
                  1.1
              Defined
                  Terms
              1Section
                  1.2
              Other
                  Definitional and Interpretive Matters
              2ARTICLE
                  2
                  PURCHASE AND SALE
              3Section
                  2.1
              Purchase
                  and
                  Sale
              3Section
                  2.2
              Purchase
                  Price
              3Section
                  2.3
              Assumed
                  Liabilities
              3Section
                  2.4
              Seller’s
                  Pollution Control Revenue Bonds
              4Section
                  2.5
              Further
                  Assurances; Further Conveyances And Assumptions
              4ARTICLE
                  3
                  CLOSING
              
              4Section
                  3.1
              Deliveries
                  By
                  Seller
              4Section
                  3.2
              Deliveries
                  By
                  Purchaser
              5Section
                  3.3
              Closing
                  Date
              5Section
                  3.4
              Contemporaneous
                  Effectiveness
              5ARTICLE
                  4
                  REPRESENTATIONS AND WARRANTIES OF SELLER
              6Section
                  4.1
              Authorization;
                  Binding Effect
              6Section
                  4.2
              Consents
              6Section
                  4.3
              Title
              6Section
                  4.4
              Permits
              6ARTICLE
                  5
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER
              6Section
                  5.1
              Authorization;
                  Binding Effect
              7Section
                  5.2
              Consents
              7ARTICLE
                  6
                  CERTAIN COVENANTS
              7Section
                  6.1
              Reasonable
                  Commercial Efforts
              7ARTICLE
                  7
                  CONDITIONS PRECEDENT TO CLOSING
              7Section
                  7.1
              General
                  Conditions
              7Section
                  7.2
              Conditions
                  Precedent To Purchaser’s Obligations
              8Section
                  7.3
              Conditions
                  Precedent To Seller’s Obligations
              8ARTICLE
                  8
                  TERMINATION, WAIVER, SURVIVAL AND AMENDMENT
              8Section
                  8.1
              Termination
              8Section
                  8.2
              Waiver
              9Section
                  8.3
              Survival
              9Section
                  8.4
              Amendment
                  of
                  Agreement
              9ARTICLE
                  9
                  MISCELLANEOUS PROVISIONS
              9Section
                  9.1
              Notices
              9Section
                  9.2
              Entire
                  Agreement; Modification
              9Section
                  9.3
              Assignment;
                  Binding Effect; Severability
              9Section
                  9.4
              Governing
                  Law
              10Section
                  9.5
              Execution
                  in
                  Counterparts
              10
 
 
  
  -
 -i-
   **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
 
 
  -ii-
   **PURCHASE
        AND
        SALE AGREEMENT**
  **THIS
        PURCHASE AND SALE AGREEMENT** (this
        " Agreement ")
        is made as of the
        ____ day of __________, 2005, by and between The Cleveland Electric Illuminating
        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.
  
 “ 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 Mortgage
        and Deed of Trust dated as of July 1, 1940 between Seller and Guaranty Trust
        Company 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.
  -2-
 (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.
   -3-
  **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, abso lute
        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
        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 $367,150,000 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.
   -4-
  **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;
  (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.
  -5-
 **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:
  -6-
 **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.
  -7-
 (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 .
  -8-
 **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
                  Cleveland
                  Electric Illuminating 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.
   -9-
  **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 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)
  
  -10-
   IN
        WITNESS WHEREOF,
        the parties hereto have executed this Agreement as of the day and year first
        above written.
  **THE
                  CLEVELAND ELECTRIC**
                **ILLUMINATING
                  COMPANY**By:
              /s/NameTitle
  **FIRSTENERGY
                  NUCLEAR**
                **GENERATION
                  CORP.**By:
              /s/NameTitle
  -11-
  EXHIBIT
        A
 
 Form
        of Assignment
        and Assumption Agreement
 
  -12-
  EXHIBIT
        B
 
 Form
        of Bill of
        Sale
 
  -13-
  EXHIBIT
        C
 
 Form
        of
        Deeds
 
  -14-
  
 EXHIBIT
        D
 
 Form
        of Purchaser’s
        Secured Promissory Note
 
 
  -15-
  EXHIBIT
        E
 
 Form
        of Security
        Agreement
 
 
  -16-
  SCHEDULE
        2.1
 
 Purchased
        Assets
 
 1.
              Seller’s
                  24.47% undivided ownership interest in Unit No. 2 of the Beaver
                  Valley
                  Nuclear Generating Station, Borough of Shippingport,
                  Pennsylvania
  2.
              Seller’s
                  51.38% undivided ownership interest in the Davis-Besse Nuclear
                  Generating
                  Station, Oak Harbor, Ohio
  3.
              Seller’s
                  44.85% 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
   -17-
  SCHEDULE
        2.4
 
 Seller’s
        Pollution Control Revenue Bonds
 
 **Issuer**
              
              **Bonds**
              
              **Principal
                  Amount**Ohio
                  Air
                  Quality Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series 1995 due 2025
              
              $
              2,900,000Ohio
                  Air
                  Quality Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series 1998-B due 2030
              
              $
              9,100,000Ohio
                  Air
                  Quality Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series due 2020
              
              $
              15,900,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series 1998-A due 2030
              
              $
              20,450,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series 1998-A due 2030
              
              $
              20,450,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series due 2033
              
              $
              27,700,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series due 2033
              
              $
              30,000,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series 95 due 2025
              
              $
              40,900,000Beaver
                  County
                  Industrial Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, BC Series 1995-A due 2025
              
              $
              45,150,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series A-1 due 2023
              
              $
              46,100,000Beaver
                  County
                  Industrial Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series due 2025
              
              $
              53,900,000Ohio
                  Water
                  Development Authority
              
              
              Pollution
                  Control Revenue Refunding Bonds, Series due 2020
              
              $
              54,600,000TOTAL:
              
              $
              367,150,000
 
  -18-
  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 Mortgage and Deed of Trust dated as of July 1, 1940 between the Seller
        and
        Guaranty Trust Company 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.
  
   -19-
  SCHEDULE
        4.3
 
 Title
 
 
 Security
        interests
        created by the Mortgage and Deed of Trust dated as of July 1, 1940 between
        the
        Seller and Guaranty Trust Company of New York, with The Chase Manhattan Bank
        as
        successor trustee, as supplemented and amended.
  
   -
 -20-
  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 Mortgage and Deed of Trust dated as of July 1, 1940 between the Seller
        and
        Guaranty Trust Company of New York, with The Chase Manhattan Bank as successor
        trustee.
  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.
   -21-