**[Execution
      Copy]**





Exhibit
      10.2










**CEI
      FOSSIL
      PURCHASE AND SALE AGREEMENT**




by
      and
      between




**THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY**




**(Seller)**




and




**FIRSTENERGY
      GENERATION CORP.**




**(Purchaser)**






















**TABLE
      OF
      CONTENTS**





**Page**ARTICLE
                1
                DEFINITIONS
            
            1Section
                1.1
            Defined
                Terms
            1Section
                1.2
            Other
                Definitional and Interpretive Matters
            3ARTICLE
                2
                PURCHASE AND SALE
            3Section
                2.1
            Purchase
                and
                Sale
            3Section
                2.2
            Purchase
                Price
            3Section
                2.3
            Assumed
                Liabilities
            4Section
                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
            5Section
                4.1
            Authorization;
                Binding Effect
            5Section
                4.2
            Consents
            6Section
                4.3
            Title
            6Section
                4.4
            Permits
            6ARTICLE
                5
                REPRESENTATIONS AND WARRANTIES OF PURCHASER
            6Section
                5.1
            Authorization;
                Binding Effect
            6Section
                5.2
            Consents
            6ARTICLE
                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
            7Section
                7.3
            Conditions
                Precedent To Seller’s Obligations
            8ARTICLE
                8
                TERMINATION, WAIVER, SURVIVAL AND AMENDMENT
            8Section
                8.1
            Termination
            8Section
                8.2
            Waiver
            8Section
                8.3
            Survival
            8Section
                8.4
            Amendment
                of
                Agreement
            8ARTICLE
                9
                MISCELLANEOUS PROVISIONS
            8Section
                9.1
            Notices
            8Section
                9.2
            Entire
                Agreement; Modification
            9Section
                9.3
            Assignment;
                Binding Effect; Severability
            9Section
                9.4
            Governing
                Law
            9Section
                9.5
            Execution
                in
                Counterparts
            9














-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
      Generation Corp., an Ohio corporation (the " Purchaser ").




**RECITALS**




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




WHEREAS,
      Seller and
      Purchaser are parties to that certain Master Facility Lease (as defined herein),
      pursuant to which the Purchaser has an option, exercisable at any time, to
      purchase the Purchased Assets at the specified prices set forth in the Master
      Facility Lease; and




WHEREAS,
      Purchaser
      now desires to exercise its option under the Master Facility Lease 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.




“ Master
      Facility
      Lease ”
      means that certain
      Master Facility Lease, dated as of January 1, 2001, between Pennsylvania Power
      Company, Seller, Ohio Edison Company and the Toledo Edison Company, as lessors,
      and Purchaser, as lessee.




“ 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.





-2-





**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.




(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** .
      As consideration
      for the Purchased Assets and the assumption of liabilities and obligations
      hereunder and under the Assignment and Assumption Agreement, on the Closing
      Date, Purchaser shall deliver to Seller the Secured Promissory Note in the
      principal amount of $407,821,494, substantially in the form of Exhibit C
      hereto. The parties agree to adjust the Purchase Price as and to the extent necessary
      or
      appropriate, to reflect the value of any additional assets or liabilities Seller
      transfers to Purchaser hereunder.







-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 (collectively, the
“ Assumed
      Liabilities ”). 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 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 or following the
      Closing Date, Purchaser will assume Seller’s liabilities and obligations with
      respect to the $363,978,376 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;




(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







-4-





(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.




**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.







-5-





(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:




**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.







-6-





**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.




(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.




-7-


**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 .




**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.




-8-


**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
                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 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)










-9-





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
              GENERATION CORP.**By:
            /s/NameTitle





-10-





EXHIBIT
      A





Form
      of Assignment
      and Assumption Agreement








-11-





EXHIBIT
      B





Form
      of Bill of
      Sale








-12-





EXHIBIT
      C





Form
      of
      Deeds








-13-








EXHIBIT
      D





Form
      of Purchaser’s
      Secured Promissory Note








-14-





EXHIBIT
      E





Form
      of Security
      Agreement











-15-





SCHEDULE
      2.1





Purchased
      Assets





1.
            Seller’s
                100%
                undivided ownership interest in Unit No. 5 of the Ashtabula Generating
                Station, Ashtabula, Ohio




2.
            Seller’s
                100%
                undivided ownership interest in Unit No. 1 of the Eastlake Generating
                Station, Eastlake, Ohio




3.
            Seller’s
                100%
                undivided ownership interest in Unit No. 2 of the Eastlake Generating
                Station, Eastlake, Ohio




4.
            Seller’s
                100%
                undivided ownership interest in Unit No. 3 of the Eastlake Generating
                Station, Eastlake, Ohio




5.
            Seller’s
                100%
                undivided ownership interest in Unit No. 4 of the Eastlake Generating
                Station, Eastlake, Ohio




6.
            Seller’s
                100%
                undivided ownership interest in Unit No. 5 of the Eastlake Generating
                Station, Eastlake, Ohio




7.
            Seller’s
                100%
                undivided ownership interest in Unit No. 18 of the Lakeshore Generating
                Station, Cleveland, Ohio




8.
            Seller’s
                1.60%
                undivided ownership interest in Unit No. 2 of the Mansfield Generating
                Station, Borough of Shippingport,
                Pennsylvania




9.
            Seller’s
                31.2%
                undivided ownership interest in Unit No. 7 of the W. H. Sammis Generating
                Station, Village of Stratton, Ohio




10.
            Seller’s
                100%
                undivided ownership interest in the Seneca Pumped Storage Hydroelectric
                Station, Warren, Pennsylvania




11.
            Seller’s
                100%
                undivided ownership interests in the 29 MW Eastlake Peaking Facility,
                Eastlake, Ohio




12.
            Seller’s
                100%
                undivided ownership interests in the 4 MW Lakeshore Peaking Facility,
                Cleveland, Ohio




13.
            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







-16-





SCHEDULE
      2.4





Seller’s
      Pollution Control Revenue Bonds





**Issuer**
                  
                  **Bonds**
                  
                  **Principal
                      Amount**Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series B due 2009
                  
                  $
                  850,000Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series C due 2009
                  
                  $
                  850,000Ohio
                      Water
                      Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series 1998-A due 2030
                  
                  $
                  2,805,000Ohio
                      Water
                      Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series 1998-A due 2030
                  
                  $
                  2,805,000Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series 1998-B due 2030
                  
                  $
                  2,985,000Beaver
                      County
                      Industrial Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, 1998 Series due 2027
                  
                  $
                  5,993,376Ohio
                      Water
                      Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series A due 2015
                  
                  $
                  39,835,000Beaver
                      County
                      Industrial Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, BC Series 1998 due 2030
                  
                  $
                  46,300,000Ohio
                      Water
                      Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series due 2020
                  
                  $
                  47,500,000Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series due 2020
                  
                  $
                  62,560,000Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series B due 2018
                  
                  $
                  72,795,000Ohio
                      Air
                      Quality Development Authority
                  
                  
                  Pollution
                      Control Revenue Refunding Bonds, Series 1992 Remarketed due
                      2013
                  
                  $
                  78,700,000TOTAL:
                  
                  $
                  363,978,376








-17-





SCHEDULE
      4.2





Seller
      Required
      Consents





New
      York State
      Public Service Commission, Pennsylvania Public Utility Commission 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.




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.







-18-





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.












-19-





SCHEDULE
      5.2





Purchaser
      Required Consents





New
      York State
      Public Service Commission, Pennsylvania Public Utility Commission 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.




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.







-20-