FirstEnergy
      Solutions Corp.  **EXHIBIT
      10.9**


FERC
      Electric
      Tariff, First Revised Volume No.1


Service
      Agreement
      No.4








**POWER
      SUPPLY AGREEMENT**





**Between
      FirstEnergy Solutions Corp., Seller**





**And
      the
      FirstEnergy Operating Companies, Buyer**





**This
      Electric Power Supply Agreement (“Agreement”)** dated October 31,
      2005, is made by and between FirstEnergy Solutions Corp. (“SOLUTIONS” or
“Seller”), and the following FirstEnergy Operating Companies: The Cleveland
      Electric Illuminating Company, Ohio Edison Company, and The Toledo Edison
      Company (collectively referred to as “FEOCs” or “Buyer”). SOLUTIONS and FEOCs
      may be identified collectively as “Parties” or individually as a “Party.” This
      Agreement is entered into in connection with the Ohio electric restructuring
      legislation and the Ohio rate stabilization plan approved by the Public
      Utilities Commission of Ohio (“PUCO”) in Case No. 03-2144-EL-ATA, et al.,
      (hereinafter, “Ohio Rate Stabilization Plan”).




**WHEREAS** ,
      Seller has
      purchased: all of the electric output of nuclear generating units of its
      affiliate, FirstEnergy Nuclear Generation Corp. (including the electric output
      of nuclear generating units owned by others that is purchased by FirstEnergy
      Nuclear Generation Corp.); all of the electric output of fossil and pumped
      storage generating facilities owned or operated by its subsidiary, FirstEnergy
      Generation Corp.; and power from unaffiliated companies (collectively referred
      to as “Generating Resources”); and




**WHEREAS** ,
      Seller is engaged *inter
      alia* ,
      in the business
      of generating, purchasing, and selling Power at wholesale and retail;
      and




**WHEREAS** ,
      Buyer is
      responsible for obtaining and delivering sufficient Capacity and Energy, and
      related services necessary to meet its Provider of Last Resort obligations
      under
      Ohio law, as well as other power supply obligations incurred by law, contract
      or
      tariff;




**WHEREAS** ,
      Buyer desires to
      obtain from Seller sufficient Power to satisfy its Power Supply Requirements
      to
      Ohio customers under the rates, terms and conditions set forth herein;














**Issued
                By:****Richard
                H. Marsh, Senior Vice President**
              **Issue
                Date:****October
                31, 2005**
            **Effective
                Date: January 1, 2006**










It
      is agreed as follows:




**I.** **TERM**




A.
            The
                sale and
                purchase of Power pursuant to this Agreement shall begin on January
                1,
                2006, or such later effective date authorized by the Federal Energy
                Regulatory Commission, and unless terminated by mutual agreement
                of the
                Parties shall remain in effect through December 31,
                2008.




B.
            This
                Agreement may be terminated at the sole option of Seller with sixty
                days
                notice to become effective upon the implementation of a winning bid
                for
                Provider of Last Resort service resulting from the auction process
                established pursuant to the Ohio Rate Stabilization Plan approved
                in PUCO
                Case No. 03-2144-EL-ATA, et al, and any subsequent modifications
                or
                proceedings related thereto (“Ohio Auction”). In the event Buyer obtains
                Capacity and Energy for Provider of Last Resort service from an
                unaffiliated supplier through the Ohio Auction, Buyer is not obligated
                to
                obtain and pay for that portion of its Power Supply Requirements
                from
                Seller.




**II.**
            **SALE
                AND PURCHASE OF CAPACITY AND ENERGY**




A.
            Seller
                shall
                make available to Buyer Capacity and Energy sufficient to satisfy
                Buyer’s
                Power Supply Requirements. Seller shall make such firm Capacity and
                Energy
                available at the Delivery Points. Capacity and Energy supplied shall
                be
                sixty-hertz, three phase alternating current. The Power Supply
                Requirements will be provided in accordance with Good Utility Practice,
                and where applicable, the provisions of the OATT of the Transmission
                Provider or any superseding tariff. The Capacity and Energy provided
                by
                Seller will comply with all requirements for Network Resources under
                the
                Transmission Provider’s OATT and Buyer’s Network Transmission Agreements
                with Transmission Provider.




B.
            Except
                as
                provided in Section I.B., Buyer will purchase its full Power Supply
                Requirements from Seller during the term of this Agreement. Buyer
                will pay
                for the Power Supply Requirements in accordance with Section IV of
                this
                Agreement. Buyer is responsible for obtaining all Network Transmission
                Service, Ancillary Services, congestion charges, marginal transmission
                losses, and such other services and administrative charges as are
                required
                and imposed by the Transmission Provider OATT on the Buyer as a Load
                Serving Entity for the delivery of Capacity and Energy at and from
                the
                Delivery Points under this Agreement.




C.
            Seller
                may
                purchase Power from third parties in the Spot Market as necessary
                to
                satisfy its obligations under this Agreement. Buyer will pay for
                this
                Power at the price specified in Section IV.B of this
                Agreement.




Effective
          Date:  January 1, 2006
 2


D.
            If
                Seller’s
                credit is adversely impacted during the term of this Agreement, Buyer
                agrees to allow Seller to acquire purchased Power as agent for the
                Buyer
                as reasonably necessary to minimize supply costs under this Agreement.
                Buyer will pay all of the costs associated with acquiring this Power,
                but
                Seller will not charge Buyer any broker fee for performing this service.




**II.** **SCHEDULING
      AND SYSTEM PLANNING**




A.
            On
                or before
                November 1, 2005 and on November 1 of each subsequent year during
                the term
                of this Agreement, Buyer will inform Seller of its initial annual
                Capacity
                and Energy forecast for the next calendar year. Such initial annual
                forecast shall include Buyer’s Power Supply Requirements for the year, by
                month. Based on Buyer’s initial annual forecast, as well as other
                information that may be communicated between Buyer and Seller as
                necessary
                and appropriate for system planning, Seller shall procure the necessary
                Generation Resources and develop forecasts of Buyer’s Power Supply
                Requirements on a weekly, daily and hourly basis, and shall periodically
                update such forecasts to reflect current circumstances.




B.
            Buyer
                shall
                update its annual forecast of Capacity and Energy for any change
                or
                expected change in its Power Supply Requirements that would materially
                affect the annual forecast provided to Solutions. Buyer shall provide
                the
                updated forecast to Solutions for any full month(s) remaining in
                the
                calendar year within thirty days of becoming aware of the change
                or
                expected change in its Power Supply Requirements.




C.
            Buyer
                is
                responsible for scheduling delivery of its Power Supply Requirements
                with
                Transmission Provider in accordance with the OATT. Buyer will
                simultaneously furnish its schedule to Seller and Transmission Provider.
                Seller will supply Capacity and Energy to Buyer in accordance with
                the
                schedule provided to Transmission Provider. Buyer and Seller acknowledge
                that Buyer’s Power Supply Requirements may vary from the schedule provided
                to Transmission Provider. Buyer agrees that it is responsible for
                payment
                of any Transmission Provider charges incurred when actual Power Supply
                Requirements differ from the schedule provided. Seller shall be
                responsible for payment of any Transmission Provider charges incurred
                by
                its failure to deliver the scheduled amount of Capacity and Energy.




D.
            Seller
                agrees
                to operate its Generating Resources in accordance with Good Utility
                Practice, including, but not limited to the efficient and economic
                dispatch of the Generating Resources. Seller will self-schedule sufficient
                Generating Resources to supply Buyer’s Power Supply Requirements in
                accordance with Buyer’s delivery schedule and the Transmission Provider
                OATT.




Effective
            Date:  January 1, 2006
 3


E.
            Load
                Management. To minimize supply risk to the Seller hereunder, Buyer
                agrees
                to enforce its applicable Retail Tariffs, Special Contracts, and
                federal
                tariffs and contracts, including, but not limited to, those tariffs
                or
                contracts that provide for curtailment or interruption of electric
                service, real time pricing, or other load management devices. At
                Buyer’s
                request, Seller will provide estimates of the Spot Market price of
                Energy
                in sufficient detail for Buyer to implement and administer its tariffs
                and
                contracts with retail customers. Any such data furnished to Buyer
                shall be
                treated as Confidential
                Information.




F.
            Buyer
                and
                Seller agree to cooperate in fulfilling their respective obligations
                to
                the Transmission Provider, NERC, regional reliability council, Electric
                Reliability Organization, Regional Entity or Government Authority
                related
                to service provided under this
                Agreement.




**IV.** **PRICE**




Seller
      shall
      charge, and Buyer shall pay, for Buyer’s Power Supply Requirements the sum of
      the following charges. The method for calculating this amount is set forth
      in
      Exhibit B.




A. Capacity
      and
      Energy Charges




Buyer
      shall pay
      Seller an amount up to, but not exceeding, the amount of money that Buyer bills
      its retail customers taking Capacity and Energy from Buyer as the generation
      charge, fuel cost adder and Rate Stabilization Charge under the Buyer’s Retail
      Tariffs and Special Contracts as approved by the Public Utilities Commission
      of
      Ohio. As soon as practicable after the end of the month, Buyer shall provide
      Seller load data, metered sales, and rates used for billing retail customers
      in
      sufficient detail for Seller to determine after the fact, the revenues due
      Seller for Buyer’s Power Supply Requirements and delivered to the applicable
      retail customer classes during a billing period. Buyer and Seller will abide
      by
      all applicable Code of Conduct provisions in exchanging this data, and such
      data
      will be considered Confidential Information under Section VII.C of this
      Agreement.




B. Adjustments
      to
      Capacity and Energy Charges




In
      addition to the charges specified above, Buyer will pay a monthly charge equal
      to its pro rata share of the total cost of Energy purchased by Seller in the
      Spot Market for delivery to the FirstEnergy Balancing Area in the previous
      calendar month. The pro rata share of total cost of Energy payable by Buyer
      shall be determined in accordance with Exhibit B.





Effective
          Date:  January 1, 2006
 4




C. Power
      Supply for
      Buyer’s Existing Wholesale Contracts




During
      the term of
      this Agreement, Seller will supply sufficient Capacity and Energy to fulfill
      Power supply obligations under Buyer’s wholesale contracts in effect on January
      1, 2006. Buyer is responsible for scheduling and delivery of Power under such
      wholesale contracts, as well as payment of any charges imposed by the
      Transmission Provider for delivery of Power under the wholesale contracts.
      Buyer
      will pay Seller the amount billed by Buyer under its wholesale contracts for
      Power supply, including, but not limited to, charges for demand Capacity,
      Energy, or reserves. As soon as practicable after the end of the month, Buyer
      shall provide Seller load data, metered sales, and rates used for billing
      wholesale customers in sufficient detail for Seller to determine after the
      fact,
      the revenues due Seller for Buyer’s existing wholesale contracts.




D. Billing
      and
      Payment




Unless
      otherwise
      specifically agreed upon by the Parties, the calendar month shall be the
      standard period for all invoices and payments under this Agreement. As soon
      as
      practicable after the end of each month, the Seller will render an invoice
      to
      Buyer for the amounts due for Power Supply Requirements for the preceding month.
      The invoice will be provided in such detail as agreed by the Parties. Payment
      shall be due and payable within ten days of receipt of the invoice or, if such
      day is not a Business Day, then on the next Business Day. Buyer will make
      payments by electronic funds transfer, or by other mutually agreeable method(s)
      to the account designated by Seller. Any amounts not paid by the due date will
      be deemed delinquent and will accrue interest at the Interest Rate until the
      date of payment in full.




E. Records




Each
      Party shall
      keep complete and accurate records of its operations under this Agreement and
      shall maintain such data as may be necessary to determine the reasonableness
      and
      accuracy of all relevant data, estimates, payments or invoices submitted by
      or
      to it hereunder. All records regarding this Agreement shall be maintained for
      a
      period of three years from the date of the invoice or payment, or such longer
      period as may be required by law.




F. Audit
      and
      Adjustment Rights




Buyer
      shall have
      the right, at its own expense and during normal business hours, to audit the
      accounts and records of Seller that reasonably relate to the provision of
      service under this Agreement. If the audit reveals an inaccuracy in an invoice,
      the necessary adjustment in such invoice and the payments therefor will be
      promptly made. No adjustment will be made for any invoice or payment made more
      than one year from rendition thereof. This provision shall survive the
      termination of this Agreement for a period of one year from the date of
      termination for the purpose of such invoice and payment objections. To the
      extent that audited information includes Confidential Information, the Buyer
      shall keep all such information confidential under Section VII.C.




Effective
          Date:  January 1, 2006
 5




G. Section
      205
      Rights




The
      rates for
      service specified herein shall remain in effect for the Term of this Agreement,
      and shall not be subject to change through application to the FERC pursuant
      to
      the provisions of Section 205 of the Federal Power Act absent the written
      agreement of all Parties hereto.




**V.** **METERING**




Generation
      metering
      shall be installed, operated and maintained in accordance with the applicable
      interconnection agreements between the generator, Transmission Owner and the
      Transmission Provider. Metering between balancing areas shall be handled in
      accordance with the practices established by the Transmission Provider. Retail
      metering shall be provided in accordance with applicable state law. Nothing
      in
      this Agreement requires Seller or Buyer to install new metering
      facilities.




**VI.** **NOTICES**




All
      notices,
      requests, statements or payments shall be made as specified below. Notices
      required to be in writing shall be delivered by letter, facsimile or other
      documentary form. Notice by facsimile or hand delivery shall be deemed to have
      been received by the close of the Business Day on which it was transmitted
      or
      hand delivered (unless transmitted or hand delivered after close in which case
      it shall be deemed received at the close of the next Business day). Notice
      by
      overnight mail or courier shall be deemed to have been received two Business
      Days after it was sent. A Party may change its addresses by providing notice
      of
      same in accordance herewith.




**NOTICES
      & CORRESPONDENCE:**




To
                  Seller:FirstEnergy
                  Solutions Corp
                Director,
                  FES Back
                  Office
                395
                  Ghent Road
                Akron,
                  Ohio
                  44333
              To
                  Buyer:FirstEnergy
                  Service Company
                Vice
                  President
                76
                  South Main
                  Street
                Akron,
                  Ohio
                  44308






**INVOICES
      & PAYMENTS:**




To
                  Seller:FirstEnergy
                  Solutions Corp
                Director,
                  FES Back
                  Office
                395
                  Ghent Road
                Akron,
                  Ohio
                  44333
              To
                  Buyer:FirstEnergy
                  Service Company
                Vice
                  President
                76
                  South Main
                  Street
                Akron,
                  Ohio
                  44308




**SCHEDULING:**




To
                  Seller:FirstEnergy
                  Solutions Corp
                Director,
                  FES Back
                  Office
                395
                  Ghent Road
                Akron,
                  Ohio
                  44333
              To
                  Buyer:FirstEnergy
                  Service Company
                Vice
                  President
                76
                  South Main
                  Street
                Akron,
                  Ohio
                  44308






Effective
          Date:  January 1, 2006
 6





**VII** **MISCELLANEOUS**




A **.** Performance
      Excused




If
      either Party is rendered unable by an event of Force Majeure to carry out,
      in
      whole or part, its obligations hereunder, then, during the pendency of such
      Force Majeure, but for no longer period, the Party affected by the event shall
      be relieved of its obligations insofar as they are affected by Force Majeure.
      The Party affected by an event of Force Majeure shall provide the other Party
      with written notice setting forth the full details thereof as soon as
      practicable after the occurrence of such event and shall take all reasonable
      measures to mitigate or minimize the effects of such event of Force Majeure.
      Nothing in this Section requires Seller to deliver, or Buyer to receive, Power
      at Delivery Points other than those Delivery Points designated under this
      Agreement, or relieves Buyer of its obligation to make payment under Section
      IV
      of this Agreement.




Force
      Majeure shall
      be defined as any cause beyond the reasonable control of, and not the result
      of
      negligence or the lack of diligence of, the Party claiming Force Majeure or
      its
      contractors or suppliers. It includes, without limitation, earthquake, storm,
      lightning, flood, backwater caused by flood, fire, explosion, act of the public
      enemy, epidemic, accident, failure of facilities, equipment or fuel supply,
      acts
      of God, war, riot, civil disturbances, strike, labor disturbances, labor or
      material shortage, national emergency, restraint by court order or other public
      authority or governmental agency, interruption of synchronous operation, or
      other similar or dissimilar causes beyond the control of the Party affected,
      which causes such Party could not have avoided by exercising good electric
      operating practice. Nothing contained herein shall be construed to require
      a
      Party to settle any strike, lockout, work stoppage, or other industrial
      disturbance or dispute in which it maybe involved or to take an appeal from
      any
      judicial, regulatory or administrative action.




B. Transfer
      of
      Title and Indemnification




Title
      and risk of
      loss related to the Power Supply Requirements shall transfer to the Buyer at
      the
      Delivery Points. Seller warrants that it will deliver the Power Supply
      Requirements to Buyer free and clear of all liens, security interests, claims
      and encumbrances or any interest therein or thereto by any person arising prior
      to the Delivery Points. Each Party shall indemnify, defend and hold harmless
      the
      other Party from and against any claims arising from or out of any event,
      circumstance, act or incident first occurring or existing during the period
      when
      control and title to the Power Supply Requirements is vested in the other
      Party.




C. Confidentiality




Neither
      Party shall
      disclose to third parties Confidential Information obtained from the other
      Party
      pursuant to this Agreement except in order to comply with the requirements
      of
      FERC, NERC, Electric Reliability Organization, applicable regional reliability
      council, Regional Entity, Regional Transmission Organization, or Government
      Authority. Each Party shall use reasonable efforts to prevent or limit the
      disclosure required to third parties under this Section.




Effective
          Date:  January 1, 2006
 7




D. Further
      Assurances




Subject
      to the
      terms and conditions of this Agreement, each of the Parties hereto will use
      reasonable efforts to take, or cause to be taken, all action, and to do, or
      cause to be done, all things necessary, proper or advisable under applicable
      laws and regulations to consummate and effectuate the transactions contemplated
      hereby.




E. Defined
      Terms




Terms
      not
      specifically defined in this Agreement shall have the meaning given in the
      applicable Transmission Provider OATT.




F. Assignment




No
      assignment, pledge, or transfer of this Agreement shall be made by any Party
      without the prior written consent of the other Party, which shall not be
      unreasonably withheld. No prior written consent shall be required for (i) the
      assignment, pledge or other transfer to another company or Affiliate in the
      same
      holding company system as the assignor, pledgor or transferor, or (ii) the
      transfer, incident to a merger or consolidation with, or transfer of all (or
      substantially all) of the assets of the transferor, to another person or
      business entity; provided, however, that such assignee, pledgee, transferee
      or
      acquirer of such assets or the person with which it merges or into which it
      consolidates assumes in writing all of the obligations of such Party hereunder
      and provided, further, that either Party may, without the consent of the other
      Party (and without relieving itself from liability hereunder), transfer, sell,
      pledge, encumber or assign such Party’s rights to the accounts, revenues or
      proceeds hereof in connection with any financing or other financial
      arrangements.




G. Governing
      Law




The
      interpretation
      and performance of this Agreement shall be according to and controlled by the
      laws of the State of Ohio regardless of the laws that might otherwise govern
      under applicable principles of conflicts of laws.




H. Counterparts




This
      Agreement may
      be executed in two or more counterparts and each such counterpart shall
      constitute one and the same instrument.




I. Waiver




No
      waiver by a Party of any default by the other Party shall be construed as a
      waiver of any other default. Any waiver shall be effective only for the
      particular event for which it is issued and shall not be deemed a waiver with
      respect to any subsequent performance, default or matter.




Effective
          Date:  January 1, 2006
 8




J. No
      Third Party
      Beneficiaries




This
      Agreement
      shall not impart any rights enforceable by any third party other than a
      permitted successor or assignee bound to this Agreement.




K. Severability




Any
      provision
      declared or rendered unlawful by Government Authority or deemed unlawful because
      of a statutory change will not otherwise affect the remaining lawful obligations
      that arise under this Agreement.




L. Construction




The
      term
“including” when used in this Agreement shall be by way of example only and
      shall not be considered in any way to be a limitation. The headings used herein
      are for convenience and reference purposes only.







**IN
      WITNESS
      WHEREOF** ,
      the Parties have
      caused their duly authorized representatives to execute this Power Supply
      Agreement on their behalf as of October 31, 2005.







FirstEnergy
                Solutions Corp.
            The
                Cleveland
                Electric Illuminating Company
              Ohio
                Edison
                Company
              The
                Toledo
                Edison CompanyBy:**______________________________**
              Senior
                Vice
                President,
              FirstEnergy
                Solutions Corp.
            By:____________________________________
              Vice
                President, FirstEnergy Service
                Company






Effective
          Date:  January 1, 2006
 9




**Exhibit
      A**


**DEFINITIONS**




In
      addition to
      terms defined elsewhere in this Agreement, the terms listed below are defined
      as
      follows:




**Affiliate** means, with
      respect to any person, any other person (other than an individual) that,
      directly or indirectly, through one or more intermediaries, controls, or is
      controlled by, or is under common control with, such person. For purposes of
      the
      foregoing definition, control means the direct or indirect ownership of more
      than fifty percent (50%) of the outstanding capital stock or other equity
      interests having ordinary voting power or ability to direct the affairs of
      the
      affiliate.




**Ancillary
      Services** means all services
      as defined in the Transmission Provider OATT that Buyer must obtain to deliver
      Capacity and Energy under this Agreement.




**Buyer’s
      Network Transmission Agreements** means the service
      agreements for Network Integration Transmission Service and the Network
      Operating Agreement among the Transmission Provider, The Cleveland Electric
      Illuminating Company, Ohio Edison Company, Pennsylvania Power, and The Toledo
      Edison Company




**Buyer’s
      Power Supply Requirements** means Capacity and
      Energy, necessary to meet its Provider of Last Resort obligations under Ohio
      law, as well as other power supply obligations incurred by law, contract or
      tariff. Buyer’s Power Supply Requirements do not include deviations in the
      amount of energy scheduled and consumed under this Agreement, including, but
      not
      limited to, energy imbalance, transmission losses, and congestion as defined
      in
      the Transmission Provider OATT.




**Buyer’s
      Retail Tariffs** mean all retail
      tariffs of The Cleveland Electric Illuminating Company, Ohio Edison Company,
      and
      The Toledo Edison Company as approved by the PUCO.




**Business
      Day** means any day on
      which Federal Reserve member banks in New York City are open for
      business.




**Capacity** means the resource
      that produces electric Energy, measured in megawatts.




**Code
      of
      Conduct** means statutes,
      rules, regulations, or orders issued by a Government Authority that prohibit,
      restrict, or condition the exchange of information between the regulated and
      competitive business operations of Affiliates.




**Confidential
      Information** means any
      confidential, proprietary, trade secret, critical energy infrastructure
      information, customer account information, or commercially sensitive information
      relating to the present or planned business of a Party that is supplied under
      this Agreement, and is identified as confidential by the Party supplying the
      information.





Effective
          Date:  January 1, 2006
 10




**Delivery
      Point** means where
      Capacity and Energy are supplied from generating facilities owned or controlled
      by the Seller within the FirstEnergy Balancing Area at the point of
      interconnection between the generating facility and the transmission facilities
      of the Transmission Owner. Delivery Point means, where Capacity and Energy
      are
      supplied from generating resources outside of the FirstEnergy Balancing Area,
      the interface between the transmission facilities of the adjacent balancing
      area
      and the transmission facilities of the Transmission Owner.




**Electric
      Reliability Organization** has the meaning
      given in Section 215(a)(2) of the Federal Power Act.





**Energy** means electric
      energy delivered under this Agreement at three-phase, 60-hertz alternating
      current measured in megawatt hours.




**FERC** means The Federal
      Energy Regulatory Commission or its regulatory successor.




**FirstEnergy
      Balancing Area** means the
      collection of generation, transmission, and loads within the metered boundaries
      of the FirstEnergy system where FirstEnergy maintains load resource balance.




**Force
      Majeure** has the meaning
      given in Section VII.A.




**Good
      Utility Practice** means any of the
      practices, methods and acts engaged in or approved by a significant portion
      of
      the electric utility industry during the relevant time period or any of the
      practices, methods and acts which, in the exercise of reasonable judgment in
      light of the facts known at the time the decision was made, could have been
      expected to accomplish the desired result at a reasonable cost consistent with
      good business practices, reliability, safety, and expedition. Good Utility
      Practice includes compliance with the standards adopted by NERC, its applicable
      regional councils, an Electric Reliability Organization or Regional Entity
      as
      approved by the FERC. Good Utility Practice is not intended to be limited to
      the
      optimum practice, method or act to the exclusion of all others, but rather
      to be
      acceptable practices, methods or acts, generally accepted in the region and
      consistently adhered to by utilities in the region.




**Government
      Authority** means any federal,
      state, local, municipal or other governmental entity, authority or agency,
      department, board, court tribunal, regulatory commission, or other body, whether
      legislative, judicial or executive, together or individually, exercising or
      entitled to exercise any administrative, executive, judicial, legislative,
      policy, regulatory or taxing authority or power over Buyer or
      Seller.




**Interest
      Rate** means the lesser
      of Prime Rate plus two percent and the maximum lawful rate permitted by
      applicable law.




**NERC** means The North
      American Electric Reliability Council or any superceding organization with
      responsibility for establishing reliability standards for the interstate grid.




**Power** means Capacity
      and/or Energy.




Effective
          Date:  January 1, 2006
 11




**Prime
      Rate** means for any
      date, the per annum rate of interest announced from time to time by Citibank,
      N.A., as its prime rate for commercial loans, effective for such date as
      established from time to time by such bank.




**Rate
      Stabilization Charge** means the
      market-based charge as approved by the Public Utilities Commission of Ohio
      to
      compensate Buyer for the cost of reserving and supplying Provider of Last Resort
      generation service to Ohio retail customers.





**Regional
      Entity** has the meaning
      given in Section 215(a)(7) of the Federal Power Act.





**Regional
      Transmission Organization** has the meaning
      given in Section 3(27) of the Federal Power Act.





**Special
      Contracts** mean contracts
      between the Buyer and Ohio retail customers for the sales of Power and other
      related services at prices that differ from the Buyer’s Retail
      Tariffs.




**Spot
      Market** means the Day
      Ahead or Real Time Energy Markets administered by the Regional Transmission
      Organization or any other over-the-counter Energy market in which the
      transaction date of the Energy purchase is within thirty calendar days of the
      last day of the delivery period specified for the purchase.




**Transmission
      Owner** means the entity
      that owns facilities used for the transmission of Power from the Seller’s
      Generating Facilities.




**Transmission
      Provider** means the Midwest
      Independent System Transmission Operator, Inc., or other utility, including
      Regional Transmission Organizations, transmitting Power on behalf of Buyer
      to or
      from the Delivery Point(s) under this Agreement.




**Transmission
      Provider OATT** means the Open
      Access Transmission Tariff, Open Access Transmission and Energy Markets Tariff,
      or any other tariff of general applicability on file at the FERC under which
      the
      Transmission Provider offers transmission service.




Effective
          Date:  January 1, 2006
 12




**Exhibit
      B**




**TOTAL
      BILL
      CALCULATION**









Total
      Bill will not
      exceed S  [g n +
      FCn +
      RSC n ]+ ((BPS ÷ (BPS +
      SPS)) * PP) + WCR




where:




n
              =
              Ohio
                  Edison,
                  Cleveland Electric Illuminating, Toledo Edisong
              =
              the
                  generation charge, expressed in total dollars, billed to Buyer’s retail
                  customers which elect to receive generation service from
                  BuyerFC
              =
              the
                  fuel
                  charge, if any, billed to Buyer’s retail customers which elect to receive
                  generation service from BuyerRSC
              =
              the
                  Rate
                  Stabilization Charge, expressed in total dollars, billed to Buyer’s retail
                  customers which elect to receive generation service from
                  Buyer,BPS
              =
              Buyer’s
                  Power
                  Supply Requirements as defined herein, expressed in mWh,SPS
              =
              Seller’s
                  Power Supply Requirements, expressed in mWh, for customers served
                  within
                  the FirstEnergy Balancing Area,PP
              =
              Spot
                  Market
                  purchases, expressed in total dollars, made by Seller which are
                  delivered
                  to the FirstEnergy Balancing Area.WCR
              =
              Wholesale
                  Contract Revenues for Power Supply






Effective
          Date:  January 1, 2006
 13