**UNITED      STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,      D. C. 20549**

**FORM      10-K**

**(Mark      One)**

**[X]      ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF      THE      SECURITIES EXCHANGE ACT OF 1934**

**For      the      fiscal year ended December 31, 2005**

**OR**

**[      ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF      THE      SECURITIES EXCHANGE ACT OF 1934**

| **For                the transition period from __________________ to                ___________________** |
|------------------------------------------------------------------------------------------------------------|

| **Commission**                 | **Registrant;                State of Incorporation;**         | **I.R.S.                Employer**    |
|--------------------------------|----------------------------------------------------------------|---------------------------------------|
| **File                Number** | **Address;                and Telephone Number**               | **Identification                No.** |
|                           |                                                           |                                  |
| **333-21011**                  | **FIRSTENERGY                CORP.**                           | **34-1843785**                        |
|                           | **(An                Ohio Corporation)**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-2578**                     | **OHIO                EDISON COMPANY**                         | **34-0437786**                        |
|                           | **(An                Ohio Corporation)**                       |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-2323**                     | **THE                CLEVELAND ELECTRIC ILLUMINATING COMPANY** | **34-0150020**                        |
|                           | **(An                Ohio Corporation)**                       |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-3583**                     | **THE                TOLEDO EDISON COMPANY**                   | **34-4375005**                        |
|                           | **(An                Ohio Corporation)**                       |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-3491**                     | **PENNSYLVANIA                POWER COMPANY**                  | **25-0718810**                        |
|                           | **(A                Pennsylvania Corporation)**                |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-3141**                     | **JERSEY                CENTRAL POWER & LIGHT COMPANY**    | **21-0485010**                        |
|                           | **(A                New                Jersey Corporation)**   |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-446**                      | **METROPOLITAN                EDISON COMPANY**                 | **23-0870160**                        |
|                           | **(A                Pennsylvania Corporation)**                |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |
|                           |                                                           |                                  |
| **1-3522**                     | **PENNSYLVANIA                ELECTRIC COMPANY**               | **25-0718085**                        |
|                           | **(A                Pennsylvania Corporation)**                |                                  |
|                           | **c/o                FirstEnergy Corp.**                       |                                  |
|                           | **76                South Main Street**                        |                                  |
|                           | **Akron,                OH 44308**                             |                                  |
|                           | **Telephone                (800)736-3402**                     |                                  |

----

**SECURITIES      REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:**

|                                                     |   |                                                                                     |   | **Name                of Each Exchange**                   |
|----------------------------------------------------------|--------|------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|
| **Registrant**                                           |   | **Title                of Each Class**                                                   |   | **on                Which Registered**                     |
|                                                     |   |                                                                                     |   |                                                       |
| FirstEnergy                Corp.                         |   | Common                Stock,                $0.10 par value                              |   | New                York Stock                Exchange      |
|                                                     |   |                                                                                     |   |                                                       |
| Ohio                Edison                Company        |   | Cumulative                Preferred Stock, $100 par value:                               |   |                                                       |
|                                                     |   | 3.90%                Series                                                              |   | All                series                registered on New |
|                                                     |   | 4.40%                Series                                                              |   | York                Stock                Exchange and      |
|                                                     |   | 4.44%                Series                                                              |   | Chicago                Stock                Exchange       |
|                                                     |   | 4.56%                Series                                                              |   |                                                       |
|                                                     |   |                                                                                     |   |                                                       |
|                                                     |   |                                                                                     |   |                                                       |
| The                Toledo                Edison          |   | Cumulative                Preferred Stock, par value                                     |   |                                                       |
| Company                                                  |   | $100                per                share:                                            |   |                                                       |
|                                                     |   | 4-1/4%                Series                                                             |   | American                Stock                Exchange      |
|                                                     |   |                                                                                     |   |                                                       |
|                                                     |   | Cumulative                Preferred Stock, par value                                     |   |                                                       |
|                                                     |   | $25                per                share:                                             |   |                                                       |
|                                                     |   | $2.365                Series                                                             |   | All                series                registered on     |
|                                                     |   |                                                                                     |   | New                York Stock                Exchange      |
|                                                     |   |         Adjustable                Rate, Series B |   |                                                       |
|                                                     |   |                                                                                     |   |                                                       |
|                                                     |   |                                                                                     |   |                                                       |
| Jersey                Central                Power & |   | Cumulative                Preferred Stock, without                                       |   |                                                       |
| Light                Company                             |   | par                value:                                                                |   |                                                       |
|                                                     |   | 4%                Series                                                                 |   | New                York Stock                Exchange      |

**SECURITIES      REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:**

|                                      |   |                                                       |
|-------------------------------------------|--------|------------------------------------------------------------|
| **Registrant**                            |   | **Title                of Each Class**                     |
|                                      |   |                                                       |
| Pennsylvania                Power Company |   | Cumulative                Preferred Stock, $100 par value; |
|                                      |   | 4.24%                Series                                |
|                                      |   | 4.25%                Series                                |
|                                      |   | 4.64%                Series                                |

----

| Yes                (X)                No                (                ) | FirstEnergy                Corp.                                                                                                                                                                                                                                                                             |
|----------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Yes                (                )                No (X)                | Ohio                Edison                Company, Pennsylvania Power Company, The Cleveland Electric Illuminating                Company, The Toledo Edison Company, Jersey Central Power & Light                Company, Metropolitan Edison Company, and Pennsylvania Electric                Company |

| Yes                (X)                No                (                ) | Metropolitan                Edison Company and Pennsylvania Electric Company                                                                                                                                                         |
|----------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Yes                (                )                No (X)                | FirstEnergy                Corp., Ohio Edison Company, Pennsylvania Power Company, The Cleveland                Electric Illuminating Company, The Toledo Edison Company and Jersey                Central Power & Light Company |

| (X)                | FirstEnergy                Corp.                                                                                                                                                                                                                                                                             |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (                ) | Ohio                Edison                Company, Pennsylvania Power Company, The Cleveland Electric Illuminating                Company, The Toledo Edison Company, Jersey Central Power & Light                Company, Metropolitan Edison Company and Pennsylvania Electric                Company. |

| Large                  Accelerated Filer (X)      | FirstEnergy                  Corp.                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Accelerated                  Filer(                  ) | N/A                                                                                                                                                                                                                                                                                                                    |
| Non-acceleratedFiler (X)                          | Ohio                  Edison                  Company, Pennsylvania Power Company, The Cleveland Electric Illuminating                  Company, The Toledo Edison Company, Jersey Central Power & Light                  Company, Metropolitan Edison Company, and Pennsylvania Electric                  Company |

|                                                                                    |   | **OUTSTANDING**                                       |
|-----------------------------------------------------------------------------------------|--------|-------------------------------------------------------|
| **CLASS**                                                                               |   | **As                of                March 1, 2006** |
|                                                                                    |   |                                                  |
| FirstEnergy                Corp., $0.10 par value                                       |   | 329,836,276                                           |
| Ohio                Edison                Company, no par value                         |   | 100                                                   |
| The                Cleveland                Electric Illuminating Company, no par value |   | 79,590,689                                            |
| The                Toledo                Edison Company, $5 par value                   |   | 39,133,887                                            |
| Pennsylvania                Power Company, $30 par value                                |   | 6,290,000                                             |
| Jersey                Central                Power & Light Company, $10 par value   |   | 15,371,270                                            |
| Metropolitan                Edison Company, no par value                                |   | 859,500                                               |
| Pennsylvania                Electric Company, $20 par value                             |   | 5,290,596                                             |

----

|                                                                                                 |   | **PART                    OF FORM 10-K INTO WHICH** |
|------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|
| **DOCUMENT**                                                                                         |   | **DOCUMENT                    IS INCORPORATED**     |
|                                                                                                 |   |                                                |
| FirstEnergy                    Corp. Annual Report to Stockholders for                               |   |                                                |
| the                    fiscal                    year ended December 31, 2005 (Pages 3-94) |   | Part                    II                          |
|                                                                                                 |   |                                                |
| Proxy                    Statement for 2006 Annual Meeting of Stockholders                           |   |                                                |
| to                    be held                    May 16, 2006                                   |   | Part                    III                         |

----

**GLOSSARY      OF      TERMS**

| ATSI                                                                                                                                                                    | American                  Transmission Systems, Inc., owns and operates transmission                  facilities                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| CEI                                                                                                                                                                     | The                  Cleveland                  Electric Illuminating Company, an Ohio electric utility operating                  subsidiary                                                       |
| Companies                                                                                                                                                               | OE,                  CEI, TE,                  Penn, JCP&L, Met-Ed and Penelec                                                                                                             |
| FENOC                                                                                                                                                                   | FirstEnergy                  Nuclear Operating Company, operates nuclear generating                  facilities                                                                                     |
| FES                                                                                                                                                                     | FirstEnergy                  Solutions Corp., provides energy-related products and                  services                                                                                        |
| FESC                                                                                                                                                                    | FirstEnergy                  Service Company, provides legal, financial, and other corporate                  support                  services                                                     |
| FGCO                                                                                                                                                                    | FirstEnergy                  Generation Corp., owns and operates nonnuclear generating                  facilities                                                                                  |
| FirstEnergy                                                                                                                                                             | FirstEnergy                  Corp., a registered public utility holding company                                                                                                                     |
| FSG                                                                                                                                                                     | FirstEnergy                  Facilities Services Group, LLC, the parent company of several heating,                  ventilation,                  air conditioning and energy management companies |
| GPU                                                                                                                                                                     | GPU,                  Inc.,                  former parent of JCP&L, Met-Ed and Penelec, which merged with                  FirstEnergy onNovember 7,                  2001                |
| JCP&L                                                                                                                                                               | Jersey                  Central                  Power & Light Company, a New Jersey electric utility operating                  subsidiary                                                     |
| Met-Ed                                                                                                                                                                  | Metropolitan                  Edison Company, a Pennsylvania electric utility operating                  subsidiary                                                                                 |
| MYR                                                                                                                                                                     | MYR                  Group,                  Inc., a utility infrastructure construction service                  company                                                                           |
| NGC                                                                                                                                                                     | FirstEnergy                  Nuclear Generation Corp., owns nuclear generating                  facilities                                                                                          |
| OE                                                                                                                                                                      | Ohio                  Edison                  Company, an Ohio electric utility operating subsidiary                                                                                                |
| Ohio                  Companies                                                                                                                                         | CEI,                  OE and                  TE                                                                                                                                                    |
| Penelec                                                                                                                                                                 | Pennsylvania                  Electric Company, a Pennsylvania electric utility operating                  subsidiary                                                                               |
| Penn                                                                                                                                                                    | Pennsylvania                  Power Company, a Pennsylvania electric utility operating subsidiary                  of                  OE                                                           |
| Shippingport                                                                                                                                                            | Shippingport                  Capital Trust, a special purpose entity created by CEI and TE in                  1997                                                                                |
| TE                                                                                                                                                                      | The                  Toledo                  Edison Company, an Ohio electric utility operating                  subsidiary                                                                         |
|                                                                                                                                                                    |                                                                                                                                                                                                |
| The                  following                  abbreviations and acronyms are used to identify frequently used                  terms in                  this report: |
|                                                                                                                                                                    |                                                                                                                                                                                                |
| AEP                                                                                                                                                                     | American                  Electric Power Company, Inc.                                                                                                                                              |
| ALJ                                                                                                                                                                     | Administrative                  Law Judge                                                                                                                                                           |
| BGS                                                                                                                                                                     | Basic                  Generation Service                                                                                                                                                           |
| CAIR                                                                                                                                                                    | Clean                  Air                  Interstate Rule                                                                                                                                         |
| CAL                                                                                                                                                                     | Confirmatory                  Action Letter                                                                                                                                                         |
| CAMR                                                                                                                                                                    | Clean                  Air                  Mercury Rule                                                                                                                                            |
| CAVR                                                                                                                                                                    | Clean                  Air                  Visibility Rule                                                                                                                                         |
| CO2                                                                                                                                                                     | Carbon                Dioxide                                                                                                                                                                       |
| CTC                                                                                                                                                                     | Competitive                  Transition Charge                                                                                                                                                      |
| DOJ                                                                                                                                                                     | United                  States                  Department of Justice                                                                                                                               |
| DPL                                                                                                                                                                     | Dayton                  Power                  & Light Company                                                                                                                                  |
| DRA                                                                                                                                                                     | Division                  of                  the Rate Payer Advocate                                                                                                                               |
| ECAR                                                                                                                                                                    | East                  Central                  Area Reliability Coordination Agreement                                                                                                              |
| EPA                                                                                                                                                                     | Environmental                  Protection Agency only in various other terms                                                                                                                        |
| EPACT                                                                                                                                                                   | Energy                  Policy                  Act of 2005                                                                                                                                         |
| ERO                                                                                                                                                                     | Electric                  Reliability Organization                                                                                                                                                  |
| FASB                                                                                                                                                                    | Financial                  Accounting Standards Board                                                                                                                                               |
| FEPA                                                                                                                                                                    | Federal                  Environmental Protection Agency                                                                                                                                            |
| FERC                                                                                                                                                                    | Federal                  Energy                  Regulatory Commission                                                                                                                              |
| FIN                                                                                                                                                                     | FASB                  Interpretation                                                                                                                                                                |
| FIN                  46                                                                                                                                                 | FIN                  46                  “Consolidation of Variable Interest Entities”                                                                                                  |
| FMB                                                                                                                                                                     | First                  Mortgage                  Bonds                                                                                                                                              |
| GCAF                                                                                                                                                                    | Generation                  Charge Adjustment Factor                                                                                                                                                |
| GHG                                                                                                                                                                     | Greenhouse                  Gases                                                                                                                                                                   |
| HVAC                                                                                                                                                                    | Heating,                  Ventilation and Air-conditioning                                                                                                                                          |
| MEC                                                                                                                                                                     | Michigan                  Electric Coordination Systems                                                                                                                                             |
| MEIUG                                                                                                                                                                   | Met-Ed                  Industrial Users Group                                                                                                                                                      |
| MISO                                                                                                                                                                    | Midwest                  Independent Transmission System Operator, Inc.                                                                                                                             |
| Moody's                                                                                                                                                                 | Moody's                  Investors Service                                                                                                                                                          |
| MOU                                                                                                                                                                     | Memorandum                  of                  Understanding                                                                                                                                       |
| MTC                                                                                                                                                                     | Market                  Transition Charge                                                                                                                                                           |
| MW                                                                                                                                                                      | Megawatts                                                                                                                                                                                           |

----

**GLOSSARY              OF              TERMS Cont'd.**

| NAAQS                                               | National                Ambient Air Quality Standards                                                                             |
|-----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
| NERC                                                | North                American                Electric Reliability Council                                                         |
| NEIL                                                | Nuclear                Electric Insurance Limited                                                                                 |
| NJBPU                                               | New                Jersey                Board of Public Utilities                                                                |
| NOAC                                                | Northwest                Ohio                Aggregation Coalition                                                                |
| NOV                                                 | Notices                of                Violation                                                                                |
| NOx                                                 | Nitrogen              Oxide                                                                                                       |
| NRC                                                 | Nuclear                Regulatory Commission                                                                                      |
| NUG                                                 | Non-Utility                Generator                                                                                              |
| NYSE                                                | New                York Stock                Exchange                                                                             |
| OAL                                                 | Office                of                Administrative Law                                                                        |
| OCA                                                 | Office                of                Consumer Advocate                                                                         |
| OCC                                                 | Ohio                Consumers’ Counsel                                                                                      |
| OPAE                                                | Ohio                Partners                of Affordable Energy                                                                  |
| OSBA                                                | Office                of                Small Business Advocate                                                                   |
| OTS                                                 | Office                of                Trial Staff                                                                               |
| PICA                                                | Penelec                Industrial Customer Association                                                                            |
| PJM                                                 | PJM                Interconnection L.L.C.                                                                                         |
| PLR                                                 | Provider                of                Last Resort                                                                             |
| PPUC                                                | Pennsylvania                Public Utility Commission                                                                             |
| PRP                                                 | Potentially                Responsible Party                                                                                      |
| PUCO                                                | Public                Utilities Commission of Ohio                                                                                |
| PUHCA                                               | Public                Utility                Holding Company Act of 1935                                                          |
| RCP                                                 | Rate                Certainty                Plan                                                                                 |
| RFP         | Request              For              Proposal                                                                                    |
| RSP                                                 | Rate                Stabilization Plan                                                                                            |
| RTC                                                 | Regulatory                Transition Charge                                                                                       |
| RTO                                                 | Regional                Transmission Organization                                                                                 |
| S&P                                             | Standard&                Poor’s Ratings Service                                                                         |
| SBC                                                 | Societal                Benefits Charge                                                                                           |
| SEC                                                 | U.S.                Securities and Exchange Commission                                                                            |
| SFAS                                                | Statement                of                Financial Accounting Standards                                                         |
| SFAS                71                              | SFAS                No. 71,                “Accounting for the Effects of Certain Types of                Regulation” |
| SFAS                101                             | SFAS                No. 101,                “Accounting for Discontinuation of Application of SFAS                71” |
| SO2                                                 | Sulfur                Dioxide                                                                                                     |
| TMI-1                                               | Three                Mile                Island Unit 1                                                                            |
| TMI-2                                               | Three                Mile                Island Unit 2                                                                            |

----

**FORM      10-K**

**TABLE      OF      CONTENTS**

|                                                                                                                                                                                 | **Page** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| **Part                I**                                                                                                                                                            |     |
| Item                1. Business                                                                                                                                                 | 1        |
| The                Company                                                                                                                                                           | 1        |
| Generation                Asset Transfers                                                                                                                                            | 2        |
| Divestitures                                                                                                                                                                         | 2        |
| Utility                Regulation                                                                                                                                                    | 3        |
| Regulatory                Accounting                                                                                                                                                 | 3        |
| Reliability                Initiatives                                                                                                                                               | 4        |
| PUCO                Rate                Matters                                                                                                                                      | 5        |
| PPUC                Rate                Matters                                                                                                                                      | 6        |
| NJBPU                Rate                Matters                                                                                                                                     | 7        |
| FERC                Rate                Matters                                                                                                                                      | 9        |
| Capital                Requirements                                                                                                                                                  | 9        |
| Nuclear                Regulation                                                                                                                                                    | 11       |
| Nuclear                Insurance                                                                                                                                                     | 12       |
| Environmental                Matters                                                                                                                                                 | 13       |
| Clean                Air Act                Compliance                                                                                                                               | 13       |
| National                Ambient Air Quality Standards                                                                                                                                | 14       |
| Mercury                Emissions                                                                                                                                                     | 14       |
| W.                H. Sammis                Plant                                                                                                                                     | 15       |
| Climate                Change                                                                                                                                                        | 15       |
| Clean                Water                Act                                                                                                                                        | 15       |
| Regulation                of                Hazardous Waste                                                                                                                          | 15       |
| Fuel                Supply                                                                                                                                                           | 15       |
| System                Capacity and Reserves                                                                                                                                          | 16       |
| Regional                Reliability                                                                                                                                                  | 16       |
| Competition                                                                                                                                                                          | 17       |
| Research                and                Development                                                                                                                               | 17       |
| Executive                Officers                                                                                                                                                    | 17       |
| Employees                                                                                                                                                                            | 19       |
| FirstEnergy                Website                                                                                                                                                   | 19       |
|                                                                                                                                                                                 |     |
| Item                1A. Risk                Factors                                                                                                                             | 19       |
|                                                                                                                                                                                 |     |
| Item                1B. Unresolved                Staff Comments                                                                                                                | 24       |
|                                                                                                                                                                                 |     |
| Item 2. Properties                                                                                                                                                         | 24       |
|                                                                                                                                                                                 |     |
| Item 3. Legal                Proceedings                                                                                                                                   | 26       |
|                                                                                                                                                                                 |     |
| Item 4. Submission                of                Matters to a Vote of Security Holders                                                                                  | 26       |
|                                                                                                                                                                                 |     |
| **Part                II**                                                                                                                                                           |     |
| Item 5. Market                for                Registrant’s Common Equity and Related Stockholder Matters and Issuer                Purchases of Equity Securities | 26       |
|                                                                                                                                                                                 |     |
| Item 6. Selected                Financial Data                                                                                                                             | 27       |
|                                                                                                                                                                                 |     |
| Item 7. Management’s                Discussion and Analysis of Financial Condition and Results of                Operations                                          | 27       |
|                                                                                                                                                                                 |     |
| Item 7A. Quantitative                and Qualitative Disclosures About Market Risk                                                                                         | 27       |
|                                                                                                                                                                                 |     |
| Item 8. Financial                Statements and Supplementary Data                                                                                                         | 27       |
|                                                                                                                                                                                 |     |
| Item 9. Changes                In and                Disagreements with Accountants on Accounting and Financial                Disclosure                                  | 27       |
|                                                                                                                                                                                 |     |
| Item 9A. Controls                and                Procedures                                                                                                             | 27       |
|                                                                                                                                                                                 |     |
| Item                9B. Other                Information                                                                                                                        | 29       |
|                                                                                                                                                                                 |     |
| **Part                III**                                                                                                                                                          |     |
| Item 10. Directors                and                Executive Officers of the Registrant                                                                                  | 29       |
|                                                                                                                                                                                 |     |
| Item 11. Executive                Compensation                                                                                                                             | 30       |
|                                                                                                                                                                                 |     |
| Item 12. Security                Ownership of Certain Beneficial Owners and Management and                RelatedShareholder                Matters                        | 30       |
|                                                                                                                                                                                 |     |
| Item 13. Certain                Relationships and Related Transactions                                                                                                     | 30       |
|                                                                                                                                                                                 |     |
| Item                14. Principal                Accounting Fees and Services                                                                                                   | 30       |
|                                                                                                                                                                                 |     |
| **Part                IV**                                                                                                                                                           |     |
| Item 15. Exhibits,                Financial Statement Schedules                                                                                                            | 30       |

----

**PART      I**

**ITEM      1.      BUSINESS**

**The      Company**

----

**Generation      Asset Transfers**

**Divestitures**

----

**Utility      Regulation**

*Regulatory      Accounting*

| · | are                established by a third-party regulator with the authority to set                rates                that bind customers; |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                         |
| · | are                cost-based; and                                                                                                           |
|   |                                                                                                                                         |
| · | can                be charged                to and collected from customers.                                                                |

| · | restructuring                the electric generation business and allowing the Companies’ customers to                select a competitive electric generation supplier other than the                Companies;                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                    |
| · | establishing                or defining the PLR obligations to customers in the Companies’ service                areas;                                                                                                          |
|   |                                                                                                                                                                                                                                    |
| · | providing                the                Companies with the opportunity to recover potentially stranded investment                (or transition costs) not otherwise recoverable in a competitive                generation market; |
|   |                                                                                                                                                                                                                                    |
| · | itemizing                (unbundling) the price of electricity into its component elements                -                including generation, transmission, distribution and stranded costs                recovery charges;         |
|   |                                                                                                                                                                                                                                    |
| · | continuing                regulation of the Companies’ transmission and distribution systems;                and                                                                                                                  |
|   |                                                                                                                                                                                                                                    |
| · | requiring                corporate separation of regulated and unregulated business                activities.                                                                                                                          |

----

*Reliability      Initiatives*

----

*PUCO      Rate      Matters*

| ·   | Maintain                the                existing level of base distribution rates through December 31, 2008                for OE and TE, and April 30, 2009 for                CEI; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Defer                and                capitalize for future recovery with carrying charges certain distribution                costs to be incurred during the period January 1, 2006 through                December 31, 2008, not to exceed $150 million in each of the                three years; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Adjust                the RTC                and extended RTC recovery periods and rate levels so that full recovery                of                authorized costs will occur as of December 31, 2008 for OE and TE as                of December 31, 2010 for CEI; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Reduce                the                deferred shopping incentive balances as of January 1, 2006 by up to                $75 million for OE, $45 million for TE, and $85 million for                CEI by accelerating the application of each respective company's                accumulated cost of removal regulatory liability;                and |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Recover                increased fuel costs of up to $75 million, $77 million, and                $79 million, in 2006, 2007, and 2008, respectively, from all OE and                TE distribution and transmission customers through a fuel recovery                mechanism. OE, TE, and CEI may defer and capitalize increased fuel                costs                above the amount collected through the fuel recovery mechanism (in                lieu of                implementation of the GCAF rider). |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

*PPUC      Rate      Matters*

----

*NJBPU      Rate      Matters*

----

| ·   | An                annual                increase in distribution revenues of $23 million effective                June 1, 2005, associated with the Phase I Order                reconsideration; |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | An                annual                increase in distribution revenues of $36 million effective                June 1, 2005, related to JCP&L's Phase II                Petition; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | An                annual                reduction in both rates and amortization expense of $8 million,                effective June 1, 2005, in anticipation of an NJBPU order regarding                JCP&L's request to securitize up to $277 million of its deferred                cost balance; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | An                increase in                JCP&L's authorized return on common equity from 9.5% to 9.75%;                and |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------|

| ·   | A                commitment                by JCP&L, through December 31, 2006 or until related legislation                is adopted, whichever occurs first, to maintain a target level of                customer                service reliability with a reduction in JCP&L's authorized return on                common equity from 9.75% to 9.5% if the target is not met for two                consecutive quarters. The authorized return on common equity would                then be                restored to 9.75% if the target is met for two consecutive                quarters. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

*FERC      Rate      Matters*

**Capital      Requirements**

----

|                              |   | **2005**                           |   | **Capital                Expenditures Forecast** |   |
|-----------------------------------|--------|------------------------------------|--------|--------------------------------------------------|--------|
|                              |   | **Actual**                         |   | **2006**                                         |   | **2007-2010** |   | **Total** |   |
|                              |   | ***(In                millions)*** |   |
| OE                                |   | $                                  | 147    |                                             | $      | 100 |   | $ | 444 |   | $ | 544 |   |
| Penn                              |   |                               | 78     |                                             |   | 19 |   |   | 72 |   |   | 91 |   |
| CEI                               |   |                               | 142    |                                             |   | 107 |   |   | 493 |   |   | 600 |   |
| TE                                |   |                               | 62     |                                             |   | 54 |   |   | 174 |   |   | 228 |   |
| JCP&L                         |   |                               | 205    |                                             |   | 174 |   |   | 750 |   |   | 924 |   |
| Met-Ed                            |   |                               | 83     |                                             |   | 81 |   |   | 284 |   |   | 365 |   |
| Penelec                           |   |                               | 111    |                                             |   | 83 |   |   | 386 |   |   | 469 |   |
| ATSI                              |   |                               | 66     |                                             |   | 45 |   |   | 237 |   |   | 282 |   |
| FES                               |   |                               | 182    |                                             |   | 215 |   |   | 2,042 |   |   | 2,257 |   |
| NGC                               |   |                               | 20     |                                             |   | 208 |   |   | 591 |   |   | 799 |   |
| Other                subsidiaries |   |                               | 48     |                                             |   | 45 |   |   | 136 |   |   | 181 |   |
| Total                             |   | $                                  | 1,144  |                                             | $      | 1,131 |   | $ | 5,609 |   | $ | 6,740 |   |

|                                                                                                                                                                                                                                                                                                                            |   | **Long-Term                Debt Redemption Schedule** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                            |   | **2006**                                              |   | **2007-2010** |   | **Total** |   |
|                                                                                                                                                                                                                                                                                                                            |   | ***(In                millions)***                    |   |
|                                                                                                                                                                                                                                                                                                                            |   |                                             |   |    |   |    |   |
| OE                                                                                                                                                                                                                                                                                                                              |   | $                                                     | 3      |   | $ | 185 |   | $ | 188 |   |
| Penn*                                                                                                                                                                                                                                                                                                                           |   |                                                  | 1      |   |   | 4 |   |   | 5 |   |
| CEI**                                                                                                                                                                                                                                                                                                                           |   |                                                  | -      |   |   | 395 |   |   | 395 |   |
| TE                                                                                                                                                                                                                                                                                                                              |   |                                                  | -      |   |   | 30 |   |   | 30 |   |
| JCP&L                                                                                                                                                                                                                                                                                                                       |   |                                                  | 207    |   |   | 78 |   |   | 285 |   |
| Met-Ed                                                                                                                                                                                                                                                                                                                          |   |                                                  | 100    |   |   | 150 |   |   | 250 |   |
| Penelec                                                                                                                                                                                                                                                                                                                         |   |                                                  | -      |   |   | 159 |   |   | 159 |   |
| FirstEnergy                                                                                                                                                                                                                                                                                                                     |   |                                                  | 1,000  |   |   | - |   |   | 1,000 |   |
| Other                subsidiaries                                                                                                                                                                                                                                                                                               |   |                                                  | 13     |   |   | 26 |   |   | 39 |   |
| Total                                                                                                                                                                                                                                                                                                                           |   | $                                                     | 1,324  |   | $ | 1,027 |   | $ | 2,351 |   |
|                                                                                                                                                                                                                                                                                                                            |   |                                                  |   |   |   |   |   |   |   |   |
| *                Penn has an                additional $54 million of pollution control notes to be redeemed                in                January and February 2006 through the use of restricted cash and                an                additional $63 million due to associated companies in                2007-2010. |
| **                CEI has an                additional $54 million due to associated companies in                2007-2010.                                                                                                                                                                                                     |

|      |   | **Net**                                        |   |
|-----------|--------|------------------------------------------------|--------|
|      |   | **Operating                Lease Commitments** |   |
|      |   | **2006**                                       |   | **2007-2010** |   | **Total** |   |
|      |   | ***(In                millions)***             |   |
| OE        |   | $                                              | 80     |   | $ | 378 |   | $ | 458 |   |
| CEI       |   |                                           | 15     |   |   | 38 |   |   | 53 |   |
| TE        |   |                                           | 82     |   |   | 291 |   |   | 373 |   |
| JCP&L |   |                                           | 2      |   |   | 7 |   |   | 9 |   |
| Met-Ed    |   |                                           | 1      |   |   | 7 |   |   | 8 |   |
| Total     |   | $                                              | 180    |   | $ | 721 |   | $ | 901 |   |

----

**Nuclear      Regulation**

----

**.**

**Nuclear      Insurance**

----

**Environmental      Matters**

*Clean      Air Act      Compliance*

----

*National      Ambient      Air Quality Standards*

*Mercury      Emissions*

*W.      H. Sammis      Plant*

----

*Climate      Change*

*Clean      Water      Act*

*Regulation      of      Hazardous Waste*

**Fuel      Supply**

----

**System      Capacity and Reserves**

**Regional      Reliability**

----

**Competition**

**Research      and      Development**

**Executive      Officers**

|                                                          |    |  **Position                    Held During****Past                    Five Years**     |                       |
|---------------------------------------------------------------|---------|---------------------------------------------------------------------------------------------|----------------------------|
| **Name**                                                      | **Age** | **Dates**                                                                                   |
|                                                          |    |                                                                                        |                       |
| A.                    J.                    Alexander (A) (B) | 54      | President                    and                    Chief Executive Officer                 | 2004-present               |
|                                                          |    | President                    and                    Chief Operating Officer                 | 2001-2004                  |
|                                                          |    | President                                                                                   | *-2001                     |
|                                                          |    |                                                                                        |                       |
| L.                    M.                    Cavalier          | 54      | Senior                    Vice                    President                                 | 2005-present               |
|                                                          |    | Vice                    President                    - Human Resources                      | 2001-2005                  |
|                                                          |    | President                    -                    Eastern Region                            | *-2001                     |
|                                                          |    |                                                                                        |                       |
| M.                    T.                    Clark             | 55      | Senior                    Vice                    President                                 | 2004-present               |
|                                                          |    | Vice                    President                    - Business Development                 | *                    -2004 |
|                                                          |    |                                                                                        |                       |
| K.                    W.                    Dindo             | 56      | Vice                    President                    and Chief Risk Officer                 | 2001-present               |
|                                                          |    | Vice                    President                                                           | *-2001                     |
|                                                          |    |                                                                                        |                       |
| D.                    S. Elliott                    (B)       | 51      | President                    -                    Pennsylvania Operations                   | 2005-present               |
|                                                          |    | Senior                    Vice                    President                                 | 2001-2005                  |
|                                                          |    | Vice                    President                                                           | *-2001                     |
|                                                          |    |                                                                                        |                       |
| R.                    R. Grigg                    (A) (B)     | 57      | Executive                    Vice                    President and Chief Operating Officer  | 2004-present               |
|                                                          |    | President                    and                    Chief Executive Officer - WE Generation | *-2004                     |

----

|                                                    |   |                                                                                           |         |
|---------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|--------------|
| C.                E. Jones                (A) (B)       | 50     | Senior                Vice                President                                            | 2003-present |
|                                                    |   | Vice                President                - Regional Operations                             | 2001-2003    |
|                                                    |   | President                -                Northern Region                                      | *-2001       |
|                                                    |   |                                                                                           |         |
| C.                D.                Lasky               | 43     | Vice                President                - Fossil Operations                               | 2004-present |
|                                                    |   | Plant                Director                                                                  | 2003-2004    |
|                                                    |   | Assistant                Plant Director                                                        | *-2003       |
|                                                    |   |                                                                                           |         |
| G.                R.                Leidich             | 55     | President                and                Chief Nuclear Officer - FENOC                      | 2003-present |
|                                                    |   | Executive                Vice                President - FENOC                                 | 2002-2003    |
|                                                    |   | Executive                Vice                President - Institute of Nuclear Power Operations | *-2002       |
|                                                    |   |                                                                                           |         |
| D.                C.                Luff                | 58     | Senior                Vice                President                                            | 2005-present |
|                                                    |   | Vice                President                                                                  | 2001-2005    |
|                                                    |   | Manager                of                State Governmental Affairs                            | *-2001       |
|                                                    |   |                                                                                           |         |
| R.                H. Marsh                (A) (B) (C)   | 55     | Senior                Vice                President and Chief Financial Officer                | 2001-present |
|                                                    |   | Vice                President                and Chief Financial Officer                       | *-2001       |
|                                                    |   |                                                                                           |         |
| S.                E. Morgan                (C)          | 55     | President                -                JCP&L                                            | 2003-present |
|                                                    |   | Vice                President                - Energy Delivery                                 | 2002-2003    |
|                                                    |   | President                -                Central Region                                       | *-2002       |
|                                                    |   |                                                                                           |         |
| J.                M. Murray                (A)          | 59     | President                -                Ohio Operations                                      | 2005-present |
|                                                    |   | President                -                Western Region                                       | *-2005       |
|                                                    |   |                                                                                           |         |
| T.                C.                Navin               | 47     | Vice                President                                                                  | 2005-present |
|                                                    |   | Treasurer                                                                                      | *-2005       |
|                                                    |   |                                                                                           |         |
| J.                F. Pearson                (A) (B) (C) | 51     | Treasurer                                                                                      | 2005-present |
|                                                    |   | Group                Controller - Strategic Planning and Operations                            | 2004-2005    |
|                                                    |   | Controller                -                FES                                                 | 2003-2004    |
|                                                    |   | Director                -                FES                                                   | 2001-2003    |
|                                                    |   | Manager                -                Budget and Business Planning                           | *-2001       |
|                                                    |   |                                                                                           |         |
| G.                L.                Pipitone            | 55     | President                -                FES                                                  | 2004-present |
|                                                    |   | Senior                Vice                President                                            | 2001-2004    |
|                                                    |   | Vice                President                                                                  | *-2001       |
|                                                    |   |                                                                                           |         |
| D.                R.                Schneider           | 44     | Vice                President                - Commodity Operations                            | 2004-present |
|                                                    |   | Vice                President                - Fossil Operations                               | 2001-2004    |
|                                                    |   | Plant                Manager                                                                   | *-2001       |
|                                                    |   |                                                                                           |         |
| C.                B.                Snyder              | 60     | Senior                Vice                President                                            | 2001-present |
|                                                    |   | Executive                Vice                President - Corporate Affairs - GPU               | *-2001       |
|                                                    |   |                                                                                           |         |
| B.                F.                Tobin               | 45     | Vice                President                and Chief Procurement Officer                     | 2005-present |
|                                                    |   | Vice                President                                                                  | 2005         |
|                                                    |   | Vice                President                and Chief Information Officer                     | 2004-2005    |
|                                                    |   | Vice                President                and Chief Procurement Officer                     | 2001-2004    |
|                                                    |   | Senior                Manager                - Accenture                                       | *-2001       |
|                                                    |   |                                                                                           |         |
| L.                L. Vespoli                (A) (B) (C) | 46     | Senior                Vice                President and General Counsel                        | 2001-present |
|                                                    |   | Vice                President                and General Counsel                               | *-2001       |
|                                                    |   |                                                                                           |         |
| H.                L. Wagner                (A) (B) (C)  | 53     | Vice                President, Controller and Chief Accounting Officer                         | 2001-present |
|                                                    |   | Controller                and                Chief Accounting Officer                          | *-2001       |
|                                                    |   |                                                                                           |         |
| T.                M.                Welsh               | 56     | Senior                Vice                President                                            | 2004-present |
|                                                    |   | Vice                President                - Communications                                  | 2001-2004    |
|                                                    |   | Manager                -                Communications Services                                | *-2001       |

----

**Employees**

| FESC      | 2,918  |
|-----------|--------|
| OE        | 1,221  |
| CEI       | 949    |
| TE        | 431    |
| Penn      | 201    |
| JCP&L | 1,416  |
| Met-Ed    | 678    |
| Penelec   | 867    |
| ATSI      | 36     |
| FES       | 1,957  |
| FENOC     | 2,735  |
| FSG       | 1,177  |
| Total     | 14,586 |

**FirstEnergy      Website**

**ITEM      1A.      RISK FACTORS**

*Risks      Arising      from the Reliability of Our Power Plants and Transmission and Distribution      Equipment *

----

*Changes      in      Commodity Prices Could Adversely Affect Our Profit Margins *

| ·   | changing                weather conditions or seasonality; |
|--------------------|------------------------------------------------------------|

| ·   | changes                in                electricity usage by our customers; |
|--------------------|------------------------------------------------------------------------------|

| ·   | illiquidity                in                wholesale power and other markets; |
|--------------------|---------------------------------------------------------------------------------|

| ·   | transmission                congestion or transportation constraints, inoperability or                inefficiencies; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------|

| ·   | availability                of competitively priced alternative energy                sources; |
|--------------------|------------------------------------------------------------------------------------------------|

| ·   | changes                in                supply and demand for energy                commodities; |
|--------------------|---------------------------------------------------------------------------------------------------|

| ·   | changes                in                power production capacity; |
|--------------------|---------------------------------------------------------------------|

| ·   | outages                at our                power production facilities or those of our                competitors; |
|--------------------|----------------------------------------------------------------------------------------------------------------------|

| ·   | changes                in                production and storage levels of natural gas, lignite, coal, crude                oil and                refined products; and  |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | natural                disasters, wars, acts of sabotage, terrorist acts, embargoes and                other                catastrophic events. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|

*Nuclear      Generation Involves Risks that Include Uncertainties Relating to Health and      Safety, Additional Capital Costs, the Adequacy of Insurance Coverage and Nuclear      Plant Decommissioning*

| ·   | the                potential                harmful effects on the environment and human health resulting from                the                operation of nuclear facilities and the storage, handling and disposal                of                radioactive materials; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | limitations                on                the amounts and types of insurance commercially available to cover                losses                that might arise in connection with our nuclear operations or those                of                others in the United States; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | uncertainties                with respect to contingencies and assessments if insurance coverage                is                inadequate; and |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | uncertainties                with respect to the technological and financial aspects of decommissioning                nuclear plants at the end of their licensed                operation. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

*Regulatory      Changes in the Electric Industry Could Affect Our Competitive Position and      Result in Unrecoverable Costs Adversely Affecting Our Business and Results      of      Operations*

*We      Are Exposed      to Operational, Price and Credit Risks Associated With Selling and Marketing      Products in the Power Markets That We Do Not Always Completely Hedge      Against*

*.      *

*Complex      and      Changing Government Regulations Could Have a Negative Impact on Our Results      of      Operations*

*Costs      of      Compliance with Environmental Laws are Significant, and the Cost of Compliance      with Future Environmental Laws Could Adversely Affect Cash Flow and      Profitability*

----

*There      Are      Uncertainties Relating to Our Participation in the PJM and MISO Regional      Transmission Organizations*

*Weather      Conditions such as Tornadoes, Hurricanes, Ice Storms and Droughts, as Well      as      Seasonal Temperature Variations Could Have a Negative Impact on Our Results      of      Operations*

*We      Are Subject      to Financial Performance Risks Related to the Economic Cycles of the Electric      Utility Industry*

*The      Continuing      Availability and Operation of Generating Units is Dependent on Retaining the      Necessary Licenses, Permits, and Operating Authority from Governmental Entities,      Including the NRC*

*We      Face Certain      Human Resource Risks Associated with the Availability of Trained and Qualified      Labor to Meet Our Future Staffing Requirements*

----

*Our      Risk      Management Policies Relating to Energy and Fuel Prices, and Counterparty Credit      are by Their Very Nature Risk Related, and We Could Suffer Economic Losses      Despite Such Policies*

*Interest      Rates      and/or a Credit Ratings Downgrade Could Negatively Affect Our Financing Costs      and Our Ability to Access Capital*

*We      Must Rely on      Cash From Our Subsidiaries*

*We      May      Ultimately Incur Liability in Connection with Federal      Proceedings*

----

*Acts      of War or      Terrorism Could Negatively Impact Our Business*

**ITEM      1B.      UNRESOLVED STAFF COMMENTS**

**ITEM      2.      PROPERTIES**

----

|                                               |   |     |   | **Net**          |   |
|----------------------------------------------------|--------|----------|--------|------------------|--------|
|                                               |   |     |   | **Demonstrated** |   |
|                                               |   |     |   | **Capacity**     |   |
|                                               |   |     |   | **(MW)**         |   |
|                                               |   |     |   | **Owned**        |   |
|                                               |   | **Unit** |   | **Total**        |   |
| Plant-Location                                     |   |     |   |             |   |
| Coal-Fired                Units                    |   |     |   |             |   |
| Ashtabula-                                         |   |     |   |             |   |
| Ashtabula,                OH                       |   |     | 5      |             |   | 244 |   |
| Bay                Shore-                          |   |     |   |             |   |   |   |
| Toledo,                OH                          |   |     | 1-4    |             |   | 631 |   |
| R.                E.                Burger-        |   |     |   |             |   |   |   |
| Shadyside,                OH                       |   |     | 3-5    |             |   | 406 |   |
| Eastlake-Eastlake,                OH               |   |     | 1-5    |             |   | 1,233 |   |
| Lakeshore-                                         |   |     |   |             |   |   |   |
| Cleveland,                OH                       |   |     | 18     |             |   | 245 |   |
| Bruce                Mansfield-                    |   |     | 1      |             |   | 830 | (a) |
| Shippingport,                PA                    |   |     | 2      |             |   | 780 | (b) |
|                                               |   |     | 3      |             |   | 800 | (c) |
|                                               |   |     |   |             |   |   |   |
| W.                H.                Sammis-        |   |     | 1-6    |             |   | 1,620 |   |
| Stratton,                OH                        |   |     | 7      |             |   | 600 |   |
| Total                                              |   |     |   |             |   | 7,389 |   |
|                                               |   |     |   |             |   |   |   |
| Nuclear                Units                       |   |     |   |             |   |   |   |
| Beaver                Valley-                      |   |     | 1      |             |   | 821 |   |
| Shippingport,                PA                    |   |     | 2      |             |   | 821 | (d) |
| Davis-Besse-                                       |   |     |   |             |   |   |   |
| Oak                Harbor,                OH       |   |     | 1      |             |   | 883 |   |
| Perry-                                             |   |     |   |             |   |   |   |
| N.                Perry                Village, OH |   |     | 1      |             |   | 1,260 | (e) |
| Total                                              |   |     |   |             |   | 3,785 |   |
|                                               |   |     |   |             |   |   |   |
| Oil/Gas-Fired/                                     |   |     |   |             |   |   |   |
| Pumped                Storage Units                |   |     |   |             |   |   |   |
| Richland-Defiance,                OH               |   |     | 1-3    |             |   | 42 |   |
|                                               |   |     | 4-6    |             |   | 390 |   |
| Seneca-Warren,                PA                   |   |     | 1-3    |             |   | 435 |   |
| Sumpter-Sumpter                Twp, MI             |   |     | 1-4    |             |   | 340 |   |
| West                Lorain                         |   |     | 1-1    |             |   | 120 |   |
| Lorain,                OH                          |   |     | 2-6    |             |   | 425 |   |
| Yard’s                Creek-Blairstown       |   |     |   |             |   |   |   |
| Twp.,                NJ                            |   |     | 1-3    |             |   | 200 |   |
| Other                                              |   |     |   |             |   | 301 |   |
| Total                                              |   |     |   |             |   | 2,253 |   |
| Total                                              |   |     |   |             |   | 13,427 |   |

| Notes: | (a) | Includes                CEI’s                leasehold interest in Bruce Mansfield Unit 1 of 6.50% (54 MW).                                                                                                 |   |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   | (b) | Includes                CEI’s                and TE’s leasehold interests in Bruce Mansfield Unit 2 of 28.6% (223 MW)                and17.30%                (135                MW), respectively.  |   |
|   | (c) | Includes                CEI’s                and TE’s leasehold interests in Bruce Mansfield Unit 3 of 24.47% (196 MW)                and19.91%                (159                MW), respectively. |   |
|   | (d) | Includes                OE’s                and TE’s leasehold interests in Beaver Valley Unit 2 of 21.66% (178 MW)                and 18.26%                (150                MW), respectively.   |   |
|   | (e) | Includes                OE’s                leasehold interest in Perry of 12.58% (159 MW).                                                                                                                 |   |

----

|      |   |             |    |               |   | **Substation**  |   |
|-----------|--------|------------------|---------|--------------------|--------|-----------------|--------|
|      |   | **Distribution** |    | **Transmission**   |   | **Transformer** |   |
|      |   | **Lines**        |    | **Lines**          |   | **Capacity**    |   |
|      |   | ***(Miles)***    |    | ***(kV-amperes)*** |   |
|      |   |             |    |               |   |            |   |
| OE        |   |             | 29,839  |               |   | 550             |   |   | 8,298,000 |   |
| Penn      |   |             | 5,717   |               |   | 44              |   |   | 1,739,000 |   |
| CEI       |   |             | 24,973  |               |   | 2,144           |   |   | 9,301,000 |   |
| TE        |   |             | 1,748   |               |   | 223             |   |   | 3,677,000 |   |
| JCP&L |   |             | 18,812  |               |   | 2,106           |   |   | 21,154,000 |   |
| Met-Ed    |   |             | 14,666  |               |   | 1,407           |   |   | 9,985,000 |   |
| Penelec   |   |             | 19,886  |               |   | 2,690           |   |   | 14,238,000 |   |
| ATSI*     |   |             | -       |               |   | 5,816           |   |   | 22,931,000 |   |
| Total     |   |             | 115,641 |               |   | 14,980          |   |   | 91,323,000 |   |

|   | * | Represents                transmission lines of 69kv and above located in the service areas                of OE,                Penn, CEI and TE. |
|--------|---|----------------------------------------------------------------------------------------------------------------------------------------------------|

**ITEM      3.**
**LEGAL      PROCEEDINGS**

**ITEM      4.**
**SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS**

**PART      II**

**ITEM      5.**
**MARKET      FOR      REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER **

**MATTERS      AND      ISSUER PURCHASES OF EQUITY SECURITIES**

|                                                                                                                                                                           |   | **Period**                               |    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------|---------|
|                                                                                                                                                                           |   | **October                1-31,****2005** |    | **November                1-30,****2005** |   | **December                1-31,****2005** |   | **Fourth****Quarter** |   |
| Total                Number                Of Shares Purchased (a)                                                                                                             |   |                                     | 283,046 |   |   | 63,013 |   |   | 268,707 |   |   | 614,766 |   |
| Average                Price                Paid per Share                                                                                                                     |   | $                                        | 52.14   |   | $ | 46.75 |   | $ | 47.27 |   | $ | 49.46 |   |
| Total                Number                of Shares Purchased As Part of Publicly                                                                                        |   |                                     |    |   |   |  |   |   |  |   |   |  |   |
|  Announced              Plans Or Programs (b)                                                                                                                             |   |                                     | -       |   |   | - |   |   | - |   |   | - |   |
| Maximum                Number                (or Approximate Dollar Value) of Shares that  May                Yet                Be Purchased Under the Plans Or Programs |   |                                     | -       |   |   | - |   |   | - |   |   | - |   |

| (a) | Share                amounts                reflect purchases on the open market to satisfy FirstEnergy’s obligations                to deliver common stock under its Executive and Director Incentive                Compensation Plan, Deferred Compensation Plan for Outside Directors,                Executive Deferred Compensation Plan, Savings Plan and Stock Investment                Plan. In addition, such amounts reflect shares tendered by employees                to                pay the exercise price or withholding taxes upon exercise of stock                options                granted under the Executive and Director Incentive Compensation                Plan. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | FirstEnergy                does not currently have any publicly announced plan or program for                share                purchases. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

----

**ITEM      6.**
**SELECTED      FINANCIAL DATA**

**ITEM      7.**
**MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND**

**RESULTS      OF      OPERATIONS**

**ITEM      7A.**
**QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

**ITEM      8.**
**FINANCIAL      STATEMENTS AND SUPPLEMENTARY DATA**

|        | **Item                6** | **Item                7** | **Item                7A** | **Item                8** |
|-------------|---------------------------|---------------------------|----------------------------|---------------------------|
|        |                      |                      |                       |                      |
| FirstEnergy | 3                         | 4-45                      | 28-31                      | 46-95                     |
| OE          | 2                         | 3-19                      | 10                         | 20-48                     |
| Penn        | 2                         | 3-14                      | 8-9                        | 15-35                     |
| CEI         | 2                         | 3-18                      | 10                         | 19-45                     |
| TE          | 2                         | 3-18                      | 9-10                       | 19-46                     |
| JCP&L   | 2                         | 3-14                      | 7-9                        | 15-40                     |
| Met-Ed      | 2                         | 3-14                      | 8-9                        | 15-36                     |
| Penelec     | 2                         | 3-14                      | 7-9                        | 15-36                     |

**ITEM      9.**
**CHANGES      IN      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING**

**AND      FINANCIAL DISCLOSURE**

**ITEM        9A.        CONTROLS AND PROCEDURES**

**-        FIRSTENERGY**

**Evaluation        of Disclosure Controls and Procedures**

**Management’s        Report on Internal Control over Financial Reporting**

**Changes        in Internal Control over Financial Reporting**

**-        CEI, OE,        PENN AND TE**

**Evaluation        of Disclosure Controls and Procedures**

----

**Changes        in Internal Control over Financial Reporting**

**-        JCP&L**

**Evaluation        of Disclosure Controls and Procedures**

**Management’s        Consideration of the Restatement**

**Changes        in Internal Control over Financial Reporting**

**-        MET-ED AND        PENELEC**

**Evaluation        of Disclosure Controls and Procedures**

----

**Changes        in Internal Control over Financial Reporting**

**ITEM      9B.**
**OTHER      INFORMATION**

| ·   | If                  the                  company’s average annual performance exceeds target on all three measures,                  25% additional shares will be awarded at the end of the three-year                  vesting                  period; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

| ·   | If                  the                  company’s average annual performance is below target on all three                  measures, 25% fewer shares will be awarded at the end of the vesting                  period; and |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

| ·   | If                  the                  company’s average annual performance exceeds target on some of the                  measures but is below the target on others, the base number of                  shares                  issuable under the RSUs as originally granted will not be increased                  or                  decreased. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**PART      III**

**ITEM      10.**
**DIRECTORS      AND EXECUTIVE OFFICERS OF THE REGISTRANT**

**FirstEnergy**

**OE,      Penn,      CEI, TE, JCP&L, Met-Ed and Penelec**

----

| **ITEM                11.** | **EXECUTIVE                COMPENSATION** |
|-----------------------------|-------------------------------------------|

| **ITEM                12.** | **SECURITY                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                STOCKHOLDER MATTERS** |
|-----------------------------|----------------------------------------------------------------------------------------------------------------------------------|

| **ITEM                13.** | **CERTAIN                RELATIONSHIPS AND RELATED                TRANSACTIONS** |
|-----------------------------|----------------------------------------------------------------------------------|

**FirstEnergy,      OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec**
**      -**

**ITEM      14.**
**PRINCIPAL      ACCOUNTING FEES AND SERVICES**

|                              |   | **Audit                Fees(1)**    |   | **Audit-Related                Fees(2)** |   |
|-----------------------------------|--------|-------------------------------------|--------|------------------------------------------|--------|
| **Company**                       |   | **2005**                            |   | **2004**                                 |   | **2005** |   | **2004** |   |
|                              |   | ***(In                thousands)*** |   |
| OE                                |   | $                                   | 879    |                                     | $      | 1,036 |   | $ | - |   | $ | - |   |
| CEI                               |   |                                | 755    |                                     |   | 797 |   |   | - |   |   | - |   |
| TE                                |   |                                | 610    |                                     |   | 650 |   |   | - |   |   | - |   |
| Penn                              |   |                                | 613    |                                     |   | 624 |   |   | - |   |   | - |   |
| JCP&L                         |   |                                | 728    |                                     |   | 810 |   |   | - |   |   | - |   |
| Met-Ed                            |   |                                | 597    |                                     |   | 609 |   |   | - |   |   | - |   |
| Penelec                           |   |                                | 605    |                                     |   | 595 |   |   | - |   |   | - |   |
| Other                subsidiaries |   |                                | 1,786  |                                     |   | 1,542 |   |   | - |   |   | 18 |   |
|                              |   |                                |   |                                     |   |   |   |   |   |   |   |   |   |
| Total                FirstEnergy  |   | $                                   | 6,573  |                                     | $      | 6,663 |   | $ | - |   | $ | 18 |   |

|   | (1) | Professional                services rendered for the audits of FirstEnergy’s annual financial                statements and reviews of financial statements included in FirstEnergy’s                Quarterly Reports on Form 10-Q and for services in connection with                statutory and regulatory filings or engagements, including comfort                letters                and consents for financings and filings made with the SEC. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Assurance                and                related services related to audits of employee benefit plans. |
|--------|-----|-----------------------------------------------------------------------------------------------------------|

**Tax      and      Other Fees **

**PART      IV**

**ITEM      15.**
**EXHIBITS,      FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

***(a)***
***1.***
***Financial      Statements***

----

|                                                                                                                                 |   | **First-****Energy** |     |  **OE** |   |  **Penn** |   |  **CEI** |   |  **TE** |   |  **JCP&L*** |   |  **Met-Ed** |   |  **Penelec** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|----------|--------------|--------|----------------|--------|---------------|--------|--------------|--------|----------------------|--------|------------------|--------|-------------------|--------|
|                                                                                                                                 |   |
|                                                                                                                                 |   |                 |     |         |   |           |   |          |   |         |   |                 |   |             |   |              |   |
| Management                Reports                                                                                                    |   |                 | 1        |         |   | -              |   |          | -      |         |   | -                    |   |             | -      |              |   | - |   |   | - |   |   | - |   |
| Report                of                Independent Registered Public Accounting Firm                                                |   |                 | 2        |         |   | 1              |   |          | 1      |         |   | 1                    |   |             | 1      |              |   | 1 |   |   | 1 |   |   | 1 |   |
| Statements                of                Income-Three Years Ended December 31, 2005                                          |   |                 | 46  |         |   | 20             |   |          | 15     |         |   | 19                   |   |             | 19     |              |   | 15 |   |   | 15 |   |   | 15 |   |
| Balance                Sheets-December 31, 2005 and 2004                                                                        |   |                 | 47  |         |   | 21             |   |          | 16     |         |   | 20                   |   |             | 20     |              |   |  16 |   |   |  16 |   |   |  16 |   |
| Statements                of                Capitalization-December 31, 2005 and 2004                                           |   |                 | 48-50    |         |   | 22-23          |   |          | 17     |         |   | 21                   |   |             | 21     |              |   |  17 |   |   |  17 |   |   |  17 |   |
| Statements                of                Common Stockholders’ Equity-Three YearsEnded                December 31, 2005 |   |                 | 51       |         |   | 24             |   |          | 18     |         |   | 22                   |   |             | 22     |              |   |  18 |   |   |  18 |   |   |  18 |   |
| Statements                of                Preferred Stock-Three Years EndedDecember 31,                2005                   |   |                 | 52       |         |   | 24             |   |          | 18     |         |   | 22                   |   |             | 22     |              |   |  18 |   |   |  18 |   |   |  18 |   |
| Statements                of                Cash Flows-Three Years Ended December 31, 2005                                      |   |                 | 53       |         |   | 25             |   |          | 19     |         |   | 23                   |   |             | 23     |              |   |  19 |   |   |  19 |   |   |  19 |   |
| Statements                of                Taxes-Three Years Ended December 31, 2005                                           |   |                 | 54       |         |   | 26             |   |          | 20     |         |   | 24                   |   |             | 24     |              |   |  20 |   |   |  20 |   |   |  20 |   |
| Notes                to                Financial Statements                                                                          |   |                 | 55-95    |         |   | 27-48          |   |          | 21-35  |         |   | 25-45                |   |             | 25-46  |              |   |  21-40 |   |   |  21-36 |   |   |  21-36 |   |

*******

| ***2.  *** | ***Financial                Statement Schedules*** |
|----------------------|----------------------------------------------------|

|                                                                                                                                                     | **First**-**Energy** |  **OE** |  **Penn** |  **CEI** |  **TE** |  **JCP&L** |  **Met-Ed** |  **Penelec** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|--------------|----------------|---------------|--------------|---------------------|------------------|-------------------|
|                                                                                                                                                     |
|                                                                                                                                                     |                 |         |           |          |         |                |             |              |
| Report                of                Independent Registered Public AccountingFirm                                                                     | 68              | 69      | 72        | 70       | 71      | 73             | 74          | 75           |
|                                                                                                                                                     |                 |         |           |          |         |                |             |              |
| Schedule                **-** Three Years Ended December 31, 2005:II                -                Consolidated Valuation and Qualifying Accounts | 76              | 77      | 80        | 78       | 79      | 81             | 82          | 83           |

| ***3.  *** | ***Exhibits                - FirstEnergy Corp.*** |
|----------------------|---------------------------------------------------|

**Exhibit**

**Number**

| 3-1     | Articles                of                Incorporation constituting FirstEnergy Corp.’s Articles of Incorporation,                dated September 17, 1996. (September 17, 1996 Form 8-K,                Exhibit C)                                                                                         |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                              |
| 3-1(a)  | Amended                Articles of Incorporation of FirstEnergy Corp. (Registration                No. 333-21011, Exhibit (3)-1)                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                              |
| 3-2     | Regulations                of                FirstEnergy Corp. (September 17, 1996 Form 8-K,                Exhibit D)                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                              |
| 3-2(a)  | FirstEnergy                Corp. Amended Code of Regulations. (Registration No. 333-21011,                Exhibit (3)-2)                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                              |
| 4-1     | Rights                Agreement (December 1, 1997 Form 8-K,                Exhibit 4.1)                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                              |
| 4-2     | FirstEnergy                Corp. to The Bank of New York, Supplemental Indenture, dated                November 7, 2001. (2001 Form 10-K, Exhibit 4-2)                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-1 | FirstEnergy                Corp. Executive and Director Incentive Compensation Plan, revised                November 15, 1999. (1999 Form 10-K, Exhibit 10-1)                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-2 | Amended                FirstEnergy Corp. Deferred Compensation Plan for Directors, revised                November 15, 1999. (1999 Form 10-K, Exhibit 10-2)                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-3 | Form                of                Employment, severance and change of control agreement between FirstEnergy                Corp. and the following executive officers: L.L. Vespoli, C.B. Snyder,                and                R.H. Marsh, through December 31, 2005. (1999 Form 10-K, Exhibit                10-3) |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-4 | FirstEnergy                Corp. Supplemental Executive Retirement Plan, amended January 1,                1999. (1999 Form 10-K, Exhibit 10-4)                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-5 | FirstEnergy                Corp. Executive Incentive Compensation Plan. (1999 Form 10-K, Exhibit                10-5)                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-6 | Restricted                stock agreement between FirstEnergy Corp. and A. J. Alexander. (1999                Form 10-K, Exhibit 10-6)                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                              |
| (C)10-7 | FirstEnergy                Corp. Executive and Director Incentive Compensation Plan. (1998                Form 10-K,                Exhibit 10-1)                                                                                                                                                                       |

----

**EXHIBIT**

**NUMBER**

|     |                                                                                                                                                                                                                                                                                                                                                                          |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (C)10-8  | Amended                FirstEnergy Corp. Deferred Compensation Plan for Directors, amended                February 15, 1999. (1998 Form 10-K,                Exhibit 10-2)                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-9  | Restricted                Stock Agreement between FirstEnergy Corp. and A. J. Alexander. (2000                Form                10-K, Exhibit 10-9)                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-10 | Restricted                Stock Agreement between FirstEnergy Corp. and H. P. Burg. (2000 Form                10-K,                Exhibit 10-10)                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-11 | Stock                Option                Agreement between FirstEnergy Corp. and officers dated November 22,                2000. (2000 Form 10-K, Exhibit 10-11)                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-12 | Stock                Option                Agreement between FirstEnergy Corp. and officers dated March 1, 2000.                (2000 Form 10-K, Exhibit 10-12)                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-13 | Stock                Option                Agreement between FirstEnergy Corp. and director dated January 1,                2000. (2000 Form 10-K, Exhibit 10-13)                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-14 | Stock                Option                Agreement between FirstEnergy Corp. and two directors dated                January 1, 2001. (2000 Form 10-K, Exhibit 10-14)                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-15 | Executive                and                Director Incentive Compensation Plan dated May 15, 2001. (2001 Form                10-K,                Exhibit 10-15)                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-16 | Amended                FirstEnergy Corp. Deferred Compensation Plan for Directors, revised                September 18, 2000. (2001 Form 10-K, Exhibit 10-16)                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-17 | Stock                Option                Agreements between FirstEnergy Corp. and Officers dated May 16, 2001.                (2001 Form 10-K, Exhibit 10-17)                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-18 | Form                of                Restricted Stock Agreements between FirstEnergy Corp. and Officers.                (2001                Form 10-K, Exhibit 10-18)                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-19 | Stock                Option                Agreements between FirstEnergy Corp. and One Director dated                January 1, 2002. (2001 Form 10-K, Exhibit 10-19)                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-20 | FirstEnergy                Corp. Executive Deferred Compensation Plan. (2001 Form 10-K, Exhibit                10-20)                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-21 | Executive                Incentive Compensation Plan-Tier 2. (2001 Form 10-K, Exhibit                20-21)                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-22 | Executive                Incentive Compensation Plan-Tier 3. (2001 Form 10-K, Exhibit                20-22)                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-23 | Executive                Incentive Compensation Plan-Tier 4. (2001 Form 10-K, Exhibit                10-23)                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-24 | Executive                Incentive Compensation Plan-Tier 5. (2001 Form 10-K, Exhibit                10-24)                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-25 | Amendment                to                GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries,                effective April 5, 2001. (2001 Form 10-K, Exhibit                10-25)                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-26 | Form                of                Amendment, effective November 7, 2001, to GPU, Inc. 1990 Stock Plan                for Employees of GPU, Inc. and Subsidiaries, Deferred Remuneration                Plan                for Outside Directors of GPU, Inc., and Retirement Plan for Outside                Directors of GPU, Inc. (2001 Form 10-K, Exhibit 10-26) |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-27 | GPU,                Inc.                Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees.                (2001 Form 10-K, Exhibit 10-27)                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-28 | Executive                and                Director Stock Option Agreement dated June 11, 2002. (2002 Form 10-K,                Exhibit 10-28)                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-29 | Director                Stock                Option Agreement. (2002 Form 10-K, Exhibit 10-29)                                                                                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-30 | Executive                and                Director Executive Incentive Compensation Plan, Amendment dated May                21,                2002. (2002 Form 10-K, Exhibit 10-30)                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-31 | Directors                Deferred Compensation Plan, Revised Nov. 19, 2002. (2002 Form 10-K,                Exhibit 10-31)                                                                                                                                                                                                                                                    |

----

**EXHIBIT**

**NUMBER**

|     |                                                                                                                                                                                                                                                                                                                     |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (C)10-32 | Executive                Incentive Compensation Plan 2002. (2002 Form 10-K, Exhibit                10-32)                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-33 | GPU,                Inc. 1990                Stock Plan for Employees of GPU, Inc. and Subsidiaries as amended                and                restated to reflect amendments through June 3, 1999. (1999 Form 10-K,                Exhibit 10-V, File No. 1-6047, GPU, Inc.)                                          |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-34 | Form                of 1998                Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees                of GPU, Inc. and Subsidiaries. (1997 Form 10-K, Exhibit 10-Q, File                No.                1-6047, GPU, Inc.)                                                               |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-35 | Form                of 1999                Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees                of GPU, Inc. and Subsidiaries. (1999 Form 10-K, Exhibit 10-W, File                No.                1-6047, GPU, Inc.)                                                               |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-36 | Form                of 2000                Stock Option Agreement under the GPU, Inc. 1990 Stock Plan for Employees                of GPU, Inc. and Subsidiaries. (2000 Form 10-K, Exhibit 10-W, File                No.                1-6047, GPU, Inc.)                                                               |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-37 | Deferred                Remuneration Plan for Outside Directors of GPU, Inc. as amended and                restated effective August 8, 2000. (2000 Form 10-K, Exhibit 10-O,                File No.                1-6047, GPU, Inc.)                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-38 | Retirement                Plan for Outside Directors of GPU, Inc. as amended and restated as                of                August 8, 2000. (2000 Form 10-K, Exhibit 10-N, File No. 1-6047, GPU,                Inc.)                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-39 | Forms                of                Estate Enhancement Program Agreements entered into by certain former                GPU                directors. (1999 Form 10-K, Exhibit 10-JJ, File No. 1-6047, GPU,                Inc.)                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-40 | Deferred                Compensation Plan for Outside Directors, effective November 7, 2001.                (Exhibit 4(f), Form S-8, File No. 333-101472)                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-41 | Employment                Agreement between FirstEnergy and an officer dated July 20, 2004.                (September 30, 2004 Form 10-Q, Exhibit 10-41)                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-42 | Stock                Option                Agreement between FirstEnergy and an officer dated August 20, 2004.                (September 30, 2004 Form 10-Q, Exhibit 10-42)                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-43 | Restricted                Stock Agreement between FirstEnergy and an officer dated August 20,                2004.                (September 30, 2004 Form 10-Q, Exhibit 10-43)                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-44 | Executive                Bonus Plan between FirstEnergy and Officers dated October 31, 2004.                (September 30, 2004 Form 10-Q, Exhibit 10-44)                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-45 | Form                of                Employment, Severance, and Change of Control Agreement, between                FirstEnergy and A. J. Alexander. (2004 Form 10-K, Exhibit                10-47)                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-46 | Form                of                Employment, Severance, and Change of Control Agreement, Tier 1, between                FirstEnergy and the following executive officers: C.B. Snyder, L.L.                Vespoli, and R.H. Marsh (effective January 1, 2006). (2004 Form 10-K,                Exhibit 10-48)      |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-47 | Form                of                Employment, Severance, and Change of Control Agreement, Tier 1, between                FirstEnergy and the following executive officers: L.M. Cavalier,                M.T.                Clark, and R.R. Grigg. (2004 Form 10-K, Exhibit 10-49)                                  |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-48 | Form                of                Employment, Severance, and Change of Control Agreement, Tier 2, between                FirstEnergy and the following executive officers: K.J. Keough and                K.W.                Dindo (effective January 1, 2006). (2004 Form 10-K, Exhibit                10-50) |
|     |                                                                                                                                                                                                                                                                                                                     |
| (C)10-49 | Form                of                Employment, Severance, and Change of Control Agreement, Tier 2, between                FirstEnergy and G. L. Pipitone. (2004 Form 10-K, Exhibit                10-51)                                                                                                              |

----

**EXHIBIT**

**NUMBER**

|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (C)10-50                                                  | Executive                and                Director Incentive Compensation Plan, Amendment dated January 18,                2005.                (2004 Form 10-K, Exhibit 10-52)                                                                                                                                                                                                                                                 |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (C)10-51                                                  | Form                of                Restricted Stock Agreements, between FirstEnergy and Officers. (2004                Form                10-K, Exhibit 10-53)                                                                                                                                                                                                                                                                |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (C)10-52                                                  | Form                of                Restricted Stock Unit Agreements (Performance Adjusted), between                FirstEnergy and Officers. (2004 Form 10-K, Exhibit                10-54)                                                                                                                                                                                                                                    |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (C)10-53                                                  | Form                of                Restricted Stock Agreement, between FirstEnergy and an officer. (2004                Form                10-K, Exhibit 10-55)                                                                                                                                                                                                                                                               |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-54                                                     | Notice                of                Termination Tolling Agreement, Restated Partial Requirements Agreement                (September 2005 10-Q, Exhibit 10.1)                                                                                                                                                                                                                                                                 |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-55                                                     | Agreement                by                and between FirstEnergy Generation Corp. and Bechtel Power Corporation                dated August 26, 2005. (September 2005 10-Q, Exhibit                10.2)                                                                                                                                                                                                                        |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-56                                                     | Consent                Decree                dated as of March 18, 2005. (Form 8-K dated March 18, 2005, Exhibit                10.1.)                                                                                                                                                                                                                                                                                            |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-57                                                     | Deferred                Prosecution Agreement entered into January 20, 2006 among FirstEnergy                Nuclear Operating Company, U.S. Attorney's Office for the Northern                District of Ohio and the Environmental Crimes Section of the Environment                and Natural Resources Division of the Department of Justice. (Form                8-K                dated January 20, 2006, Exhibit 99.2) |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      (A)(D)10-58 | Form                of                Guaranty Agreement dated as of December 16, 2005 between FirstEnergy                Corp.                and FirstEnergy Solutions Corp. in Favor of Barclays Bank PLC as                Adminstrative Agent for the Banks.                                                                                                                                                                 |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      (A)(D)10-59 | Form                of Trust                Indenture dated as of December 1, 2005 between Ohio Water Development                Authority and JP Morgan Trust Company related to issuance of FirstEnergy                Nuclear Generation Corp. pollution control revenue refunding bonds.                                                                                                                                      |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-60                                                  | GENCO                Power                Supply Agreement dated as of October 14, 2005 between FirstEnergy                Generation Corp. (Seller) and FirstEnergy Solutions Corp. (Buyer).                                                                                                                                                                                                                                     |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-61                                                  | Nuclear                Power                Supply Agreement dated as of October 14, 2005 between FirstEnergy                Nuclear                Generation Corp. (Seller) and FirstEnergy Solutions Corp. (Buyer).                                                                                                                                                                                                            |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      (A)(D)10-62 | Form                of Letter                of Credit and Reimbursement Agreement Dated as of December 16, 2005                among                FirstEnergy Nuclear Generation Corp., and the Participating Banks                and                Barclays Bank PLC.                                                                                                                                                       |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      (A)(D)10-63 | Form                of Waste                Water Facilities and Solid Waste Facilities Loan Agreement Between                Ohio                Water Development Authority and FirstEnergy Nuclear Generation Corp.,                Dated as of December 1, 2005.                                                                                                                                                         |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-64                                                  | Nuclear                Sale/Leaseback Power Supply Agreement dated as of October 14, 2005                between                Ohio Edison Company and The Toledo Edison Company (Sellers) and                FirstEnergy Nuclear Generation Corp. (Buyer)                                                                                                                                                                       |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-65                                                  | Mansfield                Power Supply Agreement dated as of October 14, 2005 between The Cleveland                Electric Illuminating Company and The Toledo Edison Company (Sellers)                and                FirstEnergy Generation Corp. (Buyer)                                                                                                                                                                    |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-66                                                  | Power                Supply                Agreement dated as of October 31, 2005 between FirstEnergy Solutions                Corp.                (Seller) and the FirstEnergy Operating Companies - OE, CEI and TE                (Buyers)                                                                                                                                                                                     |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)10-67                                                  | Electric                Power                Supply Agreement dated as of October 31, 2005 between FirstEnergy                Solutions Corp. (Seller) and Pennsylvania Power Company                (Buyer).                                                                                                                                                                                                                     |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (A)12.1                                                   | Consolidated                fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                                                  |

----

**EXHIBIT**

**NUMBER**

|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A)13                                                                               | FirstEnergy                2005 Annual Report to Stockholders. (Only those portions expressly                incorporated by reference in this Form 10-K are to be deemed “filed”                with the SEC.)                                                                                                                                                                                                                                                                                                               |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)21                                                                               | List                of                Subsidiaries of the Registrant at December 31,                2005.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)23                                                                               | Consent                of                Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)31.1                                                                             | Certification                of chief executive officer, as adopted pursuant to Rule                13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and                Penelec).                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)31.2                                                                             | Certification                of chief financial officer, as adopted pursuant to Rule                13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and                Penelec).                                                                                                                                                                                                                                                                                                                                        |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)32.1                                                                             | Certification                of chief executive officer and chief financial officer, pursuant                to 18                U.S.C. §1350 (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and                Penelec).                                                                                                                                                                                                                                                                                                                       |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (A)                                                                                 | Provided                herein in electronic format as an exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (C)                                                                                 | Management                contract or compensatory plan contract or arrangement filed pursuant                to                Item 601 of Regulation S-K.                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          (D) | Four              substantially similar agreements, each dated as of the same date, were              executed and delivered by the registrant and its affiliates with respect              to four other series of pollution control revenue refunding bonds issued              by the Ohio Water Development Authority, the Ohio Air Quality Authority              and Beaver County Industrial Development Authority, Pennsylvania, relating              to pollution control notes of FirstEnergy Nuclear Generation              Corp. |

***(B)***
***3.***
***Exhibits      - Ohio Edison Company (OE)***

| 2-1    | Agreement                and                Plan of Merger, dated as of September 13, 1996, between Ohio Edison                Company (OE) and Centerior Energy Corporation. (September 17, 1996                Form 8-K, Exhibit 2-1) |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                        |
| 3-1    | Amended                Articles of Incorporation, Effective June 21, 1994, constituting OE’s                Articles of Incorporation. (1994 Form 10-K,                Exhibit 3-1).                                                   |
|   |                                                                                                                                                                                                                                                        |
| 3-2    | Amendment                to                Articles of Incorporation, Effective November 12, 1999 (2004 Form                10-K,                Exhibit 3-2).                                                                                         |
|   |                                                                                                                                                                                                                                                        |
| 3-3    | Amended                and                Restated Code of Regulations, amended March 15, 2002. (2001 Form                10-K,                Exhibit 3-2).                                                                                                |
|   |                                                                                                                                                                                                                                                        |
| (B)4-1 | Indenture                dated as of August 1, 1930 between OE and Bankers Trust Company (now                the Bank of New York), as Trustee, as amended and supplemented by                Supplemental Indentures:                                 |

|                                                                                          |   |                                                           |   | **Incorporated                by** |
|-----------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------|--------|------------------------------------|
|                                                                                          |   |                                                           |   | **Reference                to**    |
| **Dated                as of**                                                                |   | **File                Reference**                              |   | **Exhibit                No.**     |
| March 3,                1931                                                             |   | 2-1725                                                         |   | B1,                B-1(a),B-1(b)   |
| November 1,                1935                                                          |   | 2-2721                                                         |   | B-4                                |
| January 1,                1937                                                           |   | 2-3402                                                         |   | B-5                                |
| September 1,                1937                                                         |   | Form                8-A                                        |   | B-6                                |
| June 13,                1939                                                             |   | 2-5462                                                         |   | 7(a)-7                             |
| August 1,                1974                                                            |   | Form                8-A,                August 28, 1974   |   | 2(b)                               |
| July 1,                1976                                                              |   | Form                8-A,                July 28, 1976     |   | 2(b)                               |
| December 1,                1976                                                          |   | Form                8-A,                December 15, 1976 |   | 2(b)                               |
| June 15,                1977                                                             |   | Form                8-A,                June 27, 1977     |   | 2(b)                               |
| ***Supplemental                Indentures:***                                                 |   |                                                           |   |                               |
| September 1,                1944                                                         |   | 2-61146                                                        |   | 2(b)(2)                            |
| April 1,                1945                                                             |   | 2-61146                                                        |   | 2(b)(2)                            |
| September 1,                1948                                                         |   | 2-61146                                                        |   | 2(b)(2)                            |
| May 1,                1950                                                               |   | 2-61146                                                        |   | 2(b)(2)                            |
| January 1,                1954                                                           |   | 2-61146                                                        |   | 2(b)(2)                            |
| May 1,                1955                                                               |   | 2-61146                                                        |   | 2(b)(2)                            |
| August 1,                1956                                                            |   | 2-61146                                                        |   | 2(b)(2)                            |
| March 1,                1958                                                             |   | 2-61146                                                        |   | 2(b)(2)                            |
| April 1,                1959                                                             |   | 2-61146                                                        |   | 2(b)(2)                            |
|                           June 1, 1961 |   | 2-61146                                                        |   | 2(b)(2)                            |

----

**EXHIBIT**

**NUMBER**

|                                                                       |   |                              |   | **Incorporated                by** |
|----------------------------------------------------------------------------|--------|-----------------------------------|--------|------------------------------------|
|                                                                       |   |                              |   | **Reference                to**    |
| **Dated                as of**                                             |   | **File                Reference** |   | **Exhibit                No.**     |
| September 1,                1969                                      |   | 2-34351                           |   | 2(b)(2)                            |
| May 1,                1970                                            |   | 2-37146                           |   | 2(b)(2)                            |
| September 1,                1970                                      |   | 2-38172                           |   | 2(b)(2)                            |
| June 1,                1971                                           |   | 2-40379                           |   | 2(b)(2)                            |
| August 1,                1972                                         |   | 2-44803                           |   | 2(b)(2)                            |
| September 1,                1973                                      |   | 2-48867                           |   | 2(b)(2)                            |
| May 15,                1978                                           |   | 2-66957                           |   | 2(b)(4)                            |
| February 1,                1980                                       |   | 2-66957                           |   | 2(b)(5)                            |
| April 15,                1980                                         |   | 2-66957                           |   | 2(b)(6)                            |
| June 15,                1980                                          |   | 2-68023                           |   | (b)(4)(b)(5)                       |
| October 1,                1981                                        |   | 2-74059                           |   | (4)(d)                             |
| October 15,                1981                                       |   | 2-75917                           |   | (4)(e)                             |
| February 15,                1982                                      |   | 2-75917                           |   | (4)(e)                             |
| July 1,                1982                                           |   | 2-89360                           |   | (4)(d)                             |
| March 1,                1983                                          |   | 2-89360                           |   | (4)(e)                             |
| March 1,                1984                                          |   | 2-89360                           |   | (4)(f)                             |
| September 15,                1984                                     |   | 2-92918                           |   | (4)(d)                             |
| September 27,                1984                                     |   | 33-2576                           |   | (4)(d)                             |
| November 8,                1984                                       |   | 33-2576                           |   | (4)(d)                             |
| December 1,                1984                                       |   | 33-2576                           |   | (4)(d)                             |
| December 5,                1984                                       |   | 33-2576                           |   | (4)(e)                             |
| January 30,                1985                                       |   | 33-2576                           |   | (4)(e)                             |
| February 25,                1985                                      |   | 33-2576                           |   | (4)(e)                             |
| July 1,                1985                                           |   | 33-2576                           |   | (4)(e)                             |
| October 1,                1985                                        |   | 33-2576                           |   | (4)(e)                             |
| January 15,                1986                                       |   | 33-8791                           |   | (4)(d)                             |
| May 20,                1986                                           |   | 33-8791                           |   | (4)(d)                             |
| June 3,                1986                                           |   | 33-8791                           |   | (4)(e)                             |
| October 1,                1986                                        |   | 33-29827                          |   | (4)(d)                             |
| August 25,                1989                                        |   | 33-34663                          |   | (4)(d)                             |
| February 15,                1991                                      |   | 33-39713                          |   | (4)(d)                             |
| May 1,                1991                                            |   | 33-45751                          |   | (4)(d)                             |
| May 15,                1991                                           |   | 33-45751                          |   | (4)(d)                             |
| September 15,                1991                                     |   | 33-45751                          |   | (4)(d)                             |
| April 1,                1992                                          |   | 33-48931                          |   | (4)(d)                             |
| June 15,                1992                                          |   | 33-48931                          |   | (4)(d)                             |
| September 15,                1992                                     |   | 33-48931                          |   | (4)(e)                             |
| April 1,                1993                                          |   | 33-51139                          |   | (4)(d)                             |
| June 15,                1993                                          |   | 33-51139                          |   | (4)(d)                             |
| September 15,                1993                                     |   | 33-51139                          |   | (4)(d)                             |
| November 15,                1993                                      |   | 1-2578                            |   | (4)(2)                             |
| April 1,                1995                                          |   | 1-2578                            |   | (4)(2)                             |
| May 1,                1995                                            |   | 1-2578                            |   | (4)(2)                             |
| July 1,                1995                                           |   | 1-2578                            |   | (4)(2)                             |
| June 1,                1997                                           |   | 1-2578                            |   | (4)(2)                             |
| April 1,                1998                                          |   | 1-2578                            |   | (4)(2)                             |
| June 1,                1998                                           |   | 1-2578                            |   | (4)(2)                             |
| September 29,                1999                                     |   | 1-2578                            |   | (4)(2)                             |
| April                1,                2000                                |   | 1-2578                            |   | (4)(2)(a)                          |
| April                1,                2000                                |   | 1-2578                            |   | (4)(2)(b)                          |
| June                1,                2001                                 |   | 1-2578                            |   |                               |
|                    February 1, 2003                         |   | 1-2578                            |   | 4(2)                               |
|                    March 1, 2003                            |   | 1-2578                            |   | 4(2)                               |
|                    August 1, 2003                           |   | 1-2578                            |   | 4(2)                               |
|                        June 1, 2004     |   | 1-2578                            |   | 4(2)                               |
|                        June 1, 2004     |   | 1-2578                            |   | 4(2)                               |
|                        December 1, 2004 |   | 1-2578                            |   | 4(2)                               |
|                        April 1, 2005    |   | 1-2578                            |   | 4(2)                               |
|                        April 15, 2005   |   | 1-2578                            |   | 4(2)                               |
|                       June 1, 2005           |   | 1-2578                            |   | 4(2)                               |

----

**EXHIBIT**

**NUMBER**

| (B)                4-2 | General                Mortgage Indenture and Deed of Trust dated as of January 1, 1998                between OE and the Bank of New York, as Trustee, as amended and                supplemented by Supplemental Indentures; (Registration No. 333-05277,                Exhibit 4(g)). |
|------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                     February 1, 2003 | 1-2578 | 4-2  |
|---------------------------------------------------------------|--------|------|
|                     March 1, 2003         | 1-2578 | 4-2  |
|                     August 1, 2003        | 1-2578 | 4-2  |
| June                1,                2004                    | 1-2578 | 4-2  |
| June                1,                2004                    | 1-2578 | 4-2  |
| December                1,                2004                | 1-2578 | 4-2  |
| April                1,                2005                   | 1-2578 | 4(2) |
| April                15,                2005                  | 1-2578 | 4(2) |
| June                1,                2005                    | 1-2578 | 4(2) |

| 4-3    | Indenture                dated as of April 1, 2003 between OE and The Bank of New York, as                Trustee.                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-1   | Administration                Agreement between the CAPCO Group dated as of September 14, 1967.                (Registration No. 2-43102, Exhibit 5(c)(2)                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-2   | Amendment                No. 1 dated January 4, 1974 to Administration Agreement between                the CAPCO Group dated as of September 14, 1967. (Registration                No. 2-68906, Exhibit 5(c)(3))                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-3   | Transmission                Facilities Agreement between the CAPCO Group dated as of                September 14, 1967. (Registration No. 2-43102,                Exhibit 5(c)(3))                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-4   | Amendment                No. 1 dated as of January 1, 1993 to Transmission Facilities                Agreement between the CAPCO Group dated as of September 14, 1967.                (1993 Form 10-K, Exhibit 10-4)                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-5   | Agreement                for                the Termination or Construction of Certain Agreements effective                September 1, 1980 among the CAPCO Group. (Registration                No. 2-68906, Exhibit 10-4)                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-6   | Amendment                dated as of December 23, 1993 to Agreement for the Termination or                Construction of Certain Agreements effective September 1, 1980 among                the CAPCO Group. (1993                Form 10-K, Exhibit 10-6)                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-7   | CAPCO                Basic                Operating Agreement, as amended September 1, 1980. (Registration                No. 2-68906, Exhibit 10-5)                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-8   | Amendment                No. 1 dated August 1, 1981, and Amendment No. 2 dated                September 1, 1982 to CAPCO Basic Operating Agreement, as amended                September 1, 1980. (September 30, 1981 Form 10-Q,                Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3,                respectively) |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-9   | Amendment                No. 3 dated July 1, 1984 to CAPCO Basic Operating Agreement, as                amended September 1, 1980. (1985 Form 10-K,                Exhibit 10-7)                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-10  | Basic                Operating Agreement between the CAPCO Companies as amended October 1,                1991. (1991 Form 10-K, Exhibit 10-8)                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-11  | Basic                Operating Agreement between the CAPCO Companies as amended January 1,                1993. (1993 Form 10-K, Exhibit 10-11)                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-12  | Memorandum                of                Agreement effective as of September 1, 1980 among the CAPCO Group.                (1982 Form 10-K, Exhibit 19-2)                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-13  | Operating                Agreement for Beaver Valley Power Station Units Nos. 1 and 2 as                Amended and Restated September 15, 1987, by and between the CAPCO                Companies. (1987 Form 10-K, Exhibit 10-15)                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10-14  | Construction                Agreement with respect to Perry Plant between the CAPCO Group dated                as of                July 22, 1974. (Registration No. 2-52251 of Toledo Edison                Company, Exhibit 5(yy))                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                         |

----

**EXHIBIT**

**NUMBER**

| 10-15    | Amendment                No. 3 dated as of October 31, 1980 to the Bond Guaranty dated as                of October 1, 1973, as amended, with respect to the CAPCO Group.                (Registration No. 2-68906 of Pennsylvania Power Company,                Exhibit 10-16)                                                                                                                                                                                                                                                                                                                                                                                 |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-16    | Amendment                No. 4 dated as of July 1, 1985 to the Bond Guaranty dated as                October 1, 1973, as amended, by the CAPCO Companies to National City                Bank as Bond Trustee. (1985 Form 10-K,                Exhibit 10-30)                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-17    | Amendment                No. 5 dated as of May 1, 1986, to the Bond Guaranty by the CAPCO                Companies to National City Bank as Bond Trustee. (1986 Form 10-K,                Exhibit 10-33)                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-18    | Amendment                No. 6A dated as of December 1, 1991, to the Bond Guaranty dated                as of October 1, 1973, by The Cleveland Electric Illuminating                Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania                Power                Company, The Toledo Edison Company to National City Bank, as Bond                Trustee.                (1991 Form 10-K, Exhibit 10-33)                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-19    | Amendment                No. 6B dated as of December 30, 1991, to the Bond Guaranty dated                as of October 1, 1973 by The Cleveland Electric Illuminating Company,                Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company,                The Toledo Edison Company to National City Bank, as Bond Trustee.                (1991                Form 10-K, Exhibit 10-34)                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-20    | Bond                Guaranty                dated as of December 1, 1991, by The Cleveland Electric Illuminating                Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania                Power                Company, The Toledo Edison Company to National City Bank, as Bond                Trustee.                (1991 Form 10-K, Exhibit 10-35)                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-21    | Memorandum                of                Understanding dated March 31, 1985 among the CAPCO Companies. (1985                Form 10-K, Exhibit 10-35)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)10-22 | Ohio                Edison                System Executive Supplemental Life Insurance Plan. (1995 Form 10-K,                Exhibit 10-44)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)10-23 | Ohio                Edison                System Executive Incentive Compensation Plan. (1995 Form 10-K,                Exhibit 10-45.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)10-24 | Ohio                Edison                System Restated and Amended Executive Deferred Compensation Plan.                (1995                Form 10-K, Exhibit 10-46.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)10-25 | Ohio                Edison                System Restated and Amended Supplemental Executive Retirement Plan.                (1995                Form 10-K, Exhibit 10-47.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)10-28 | Severance                pay                agreement between Ohio Edison Company and A. J. Alexander. (1995                Form 10-K, Exhibit 10-50.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (D)10-30 | Participation                Agreement dated as of March 16, 1987 among Perry One Alpha Limited                Partnership, as Owner Participant, the Original Loan Participants                listed                in Schedule 1 Hereto, as Original Loan Participants, PNPP Funding                Corporation, as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1986 Form 10-K,                Exhibit 28-1.)                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (D)10-31 | Amendment                No. 1 dated as of September 1, 1987 to Participation Agreement                dated as of March 16, 1987 among Perry One Alpha Limited Partnership,                as Owner Participant, the Original Loan Participants listed in                Schedule 1 thereto, as Original Loan Participants, PNPP Funding                Corporation, as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company (now The Bank of New York), as                Indenture Trustee, and Ohio Edison Company, as Lessee. (1991                Form 10-K, Exhibit 10-46.) |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (D)10-32 | Amendment                No. 3 dated as of May 16, 1988 to Participation Agreement dated                as of March 16, 1987, as amended among Perry One Alpha Limited                Partnership, as Owner Participant, PNPP Funding Corporation, The                First                National Bank of Boston, as Owner Trustee, Irving Trust Company,                as                Indenture Trustee, and Ohio Edison Company, as Lessee. (1992                Form 10-K,                Exhibit 10-47.)                                                                                                                                              |

----

**EXHIBIT**

**NUMBER**

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (D)10-33 | Amendment                No. 4 dated as of November 1, 1991 to Participation Agreement                dated as of March 16, 1987 among Perry One Alpha Limited Partnership,                as Owner Participant, PNPP Funding Corporation, as Funding Corporation,                PNPP II Funding Corporation, as New Funding Corporation, The First                National Bank of Boston, as Owner Trustee, The Bank of New York,                as                Indenture Trustee and Ohio Edison Company, as Lessee. (1991                Form 10-K, Exhibit 10-47.)              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-34 | Amendment                No. 5 dated as of November 24, 1992 to Participation Agreement                dated as of March 16, 1987, as amended, among Perry One Alpha Limited                Partnership, as Owner Participant, PNPP Funding Corporation, as Funding                Corporation, PNPP II Funding Corporation, as New Funding Corporation,                The First National Bank of Boston, as Owner Trustee, The Bank of                New York,                as Indenture Trustee and Ohio Edison Company as Lessee. (1992                Form 10-K, Exhibit 10-49.) |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-35 | Amendment                No. 6 dated as of January 12, 1993 to Participation Agreement                dated as of March 16, 1987 among Perry One Alpha Limited Partnership,                as Owner Participant, PNPP Funding Corporation, as Funding Corporation,                PNPP II Funding Corporation, as New Funding Corporation, The First                National Bank of Boston, as Owner Trustee, The Bank of New York,                as                Indenture Trustee and Ohio Edison Company, as Lessee. (1992                Form 10-K, Exhibit 10-50.)              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-36 | Amendment                No. 7 dated as of October 12, 1994 to Participation Agreement                dated as of March 16, 1987 as amended, among Perry One Alpha Limited                Partnership, as Owner Participant, PNPP Funding Corporation, as Funding                Corporation, PNPP II Funding Corporation, as New Funding Corporation,                The First National Bank of Boston, as Owner Trustee, The Bank of                New York,                as Indenture Trustee and Ohio Edison Company, as Lessee. (1994                Form 10-K, Exhibit 10-54.)  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-37 | Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston,                as Owner Trustee, with Perry One Alpha Limited Partnership, Lessor,                and                Ohio Edison Company, Lessee. (1986 Form 10-K,                Exhibit 28-2.)                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-38 | Amendment                No. 1 dated as of September 1, 1987 to Facility Lease dated as                of March 16, 1997 between The First National Bank of Boston, as Owner                Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,                Exhibit 10-49.)                                                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-39 | Amendment                No. 2 dated as of November 1, 1991, to Facility Lease dated as                of March 16, 1987, between The First National Bank of Boston, as                Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991                Form 10-K, Exhibit 10-50.)                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-40 | Amendment                No. 3 dated as of November 24, 1992 to Facility Lease dated as                March 16, 1987 as amended, between The First National Bank of Boston,                as Owner Trustee, with Perry One Alpha Limited partnership, as Owner                Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K,                Exhibit 10-54.)                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-41 | Amendment                No. 4 dated as of January 12, 1993 to Facility Lease dated as of                March 16, 1987 as amended, between, The First National Bank of                Boston, as Owner Trustee, with Perry One Alpha Limited Partnership,                as                Owner Participant, and Ohio Edison Company, as Lessee.                (1994 Form 10-K, Exhibit 10-59.)                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-42 | Amendment                No. 5 dated as of October 12, 1994 to Facility Lease dated as of                March 16, 1987 as amended, between, The First National Bank of                Boston, as Owner Trustee, with Perry One Alpha Limited Partnership,                as                Owner Participant, and Ohio Edison Company, as Lessee. (1994                Form 10-K, Exhibit 10-60.)                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-43 | Letter                Agreement dated as of March 19, 1987 between Ohio Edison Company,                Lessee, and The First National Bank of Boston, Owner Trustee under                a Trust                dated March 16, 1987 with Chase Manhattan Realty Leasing Corporation,                required by Section 3(d) of the Facility Lease. (1986 Form 10-K,                Exhibit 28-3.)                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (D)10-44 | Ground                Lease                dated as of March 16, 1987 between Ohio Edison Company, Ground                Lessor, and The First National Bank of Boston, as Owner Trustee under                a                Trust Agreement, dated as of March 16, 1987, with the Owner                Participant, Tenant. (1986 Form 10-K,                Exhibit 28-4.)                                                                                                                                                                                                                      |

----

**EXHIBIT**

**NUMBER**

|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (D)10-45                                                    | Trust                Agreement dated as of March 16, 1987 between Perry One Alpha Limited                Partnership, as Owner Participant, and The First National Bank of                Boston.                (1986 Form 10-K, Exhibit 28-5.)                                                                                                                                                                                                                                                                                                                                              |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-46                                                    | Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston,                as Owner Trustee under a Trust Agreement dated as of March 16, 1987                with Perry One Alpha Limited Partnership, and Irving Trust Company,                as                Indenture Trustee. (1986 Form 10-K,                Exhibit 28-6.)                                                                                                               |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-47                                                    | Supplemental                Indenture No. 1 dated as of September 1, 1987 to Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston                as Owner Trustee and Irving Trust Company (now The Bank of New York),                as                Indenture Trustee. (1991 Form 10-K,                Exhibit 10-55.)                                                                                                              |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-48                                                    | Supplemental                Indenture No. 2 dated as of November 1, 1991 to Trust Indenture,                Mortgage, Security Agreement and Assignment of Facility Lease dated                as of                March 16, 1987 between The First National Bank of Boston, as Owner                Trustee and The Bank of New York, as Indenture Trustee. (1991                Form 10-K, Exhibit 10-56.)                                                                                                                                                                            |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-49                                                    | Tax                Indemnification Agreement dated as of March 16, 1987 between Perry                One, Inc. and PARock Limited Partnership as General Partners and                Ohio                Edison Company, as Lessee. (1986 Form 10-K,                Exhibit 28-7.)                                                                                                                                                                                                                                                                                                            |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-50                                                    | Amendment                No. 1 dated as of November 1, 1991 to Tax Indemnification                Agreement dated as of March 16, 1987 between Perry One, Inc. and                PARock Limited Partnership and Ohio Edison Company. (1991 Form 10-K,                Exhibit 10-58.)                                                                                                                                                                                                                                                                                               |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-51                                                    | Amendment                No. 2 dated as of January 12, 1993 to Tax Indemnification                Agreement dated as of March 16, 1987 between Perry One, Inc. and                PARock Limited Partnership and Ohio Edison Company. (1994 Form 10-K,                Exhibit 10-69.)                                                                                                                                                                                                                                                                                               |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-52                                                    | Amendment                No. 3 dated as of October 12, 1994 to Tax Indemnification                Agreement dated as of March 16, 1987 between Perry One, Inc. and                PARock Limited Partnership and Ohio Edison Company. (1994 Form 10-K,                Exhibit 10-70.)                                                                                                                                                                                                                                                                                               |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-53                                                    | Partial                Mortgage Release dated as of March 19, 1987 under the Indenture                between Ohio Edison Company and Bankers Trust Company, as Trustee,                dated                as of the 1st day of August 1930. (1986 Form 10-K,                Exhibit 28-8.)                                                                                                                                                                                                                                                                                            |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-54                                                    | Assignment,                Assumption and Further Agreement dated as of March 16, 1987 among The                First National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated as of March 16, 1987, with Perry One Alpha Limited Partnership,                The Cleveland Electric Illuminating Company, Duquesne Light Company,                Ohio                Edison Company, Pennsylvania Power Company and Toledo Edison Company.                (1986 Form 10-K, Exhibit 28-9.)                                                                |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-55                                                    | Additional                Support Agreement dated as of March 16, 1987 between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of March 16, 1987, with Perry One Alpha Limited Partnership, and                Ohio Edison Company. (1986 Form 10-K,                Exhibit 28-10.)                                                                                                                                                                                                                   |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-56                                                    | Bill                of Sale,                Instrument of Transfer and Severance Agreement dated as of March 19,                1987 between Ohio Edison Company, Seller, and The First National                Bank of                Boston, as Owner Trustee under a Trust Agreement, dated as of                March 16, 1987, with Perry One Alpha Limited Partnership. (1986                Form 10-K, Exhibit 28-11.)                                                                                                                                                            |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (D)10-57                                                    | Easement                dated                as of March 16, 1987 from Ohio Edison Company, Grantor, to The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of March 16, 1987, with Perry One Alpha Limited Partnership,                Grantee. (1986 Form 10-K, File                Exhibit 28-12.)                                                                                                                                                                                                     |
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|          10-58 | Participation                Agreement dated as of March 16, 1987 among Security Pacific Capital                Leasing Corporation, as Owner Participant, the Original Loan Participants                listed in Schedule 1 Hereto, as Original Loan Participants, PNPP                Funding Corporation, as Funding Corporation, The First National Bank                of                Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee                and                Ohio Edison Company, as Lessee. (1986 Form 10-K, as                Exhibit 28-13.) |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-59  | Amendment                No. 1 dated as of September 1, 1987 to Participation Agreement                dated as of March 16, 1987 among Security Pacific Capital Leasing                Corporation, as Owner Participant, The Original Loan Participants                Listed                in Schedule 1 thereto, as Original Loan Participants, PNPP Funding                Corporation, as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1991 Form 10-K,                Exhibit 10-65.) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-60  | Amendment                No. 4 dated as of November 1, 1991, to Participation Agreement                dated as of March 16, 1987 among Security Pacific Capital Leasing                Corporation, as Owner Participant, PNPP Funding Corporation, as Funding                Corporation, PNPP II Funding Corporation, as New Funding Corporation,                The First National Bank of Boston, as Owner Trustee, The Bank of                New York,                as Indenture Trustee and Ohio Edison Company, as Lessee. (1991                Form 10-K, Exhibit 10-66.)                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-61  | Amendment                No. 5 dated as of November 24, 1992 to Participation Agreement                dated as of March 16, 1987 as amended among Security Pacific Capital                Leasing Corporation, as Owner Participant, PNPP Funding Corporation,                as                Funding Corporation, PNNP II Funding Corporation, as New Funding                Corporation, The First National Bank of Boston, as Owner Trustee,                The Bank                of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.                (1992 Form 10-K, Exhibit 10-71.)                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-62  | Amendment                No. 6 dated as of January 12, 1993 to Participation Agreement                dated as of March 16, 1987 as amended among Security Pacific Capital                Leasing Corporation, as Owner Participant, PNPP Funding Corporation,                as                Funding Corporation, PNPP II Funding Corporation, as New Funding                Corporation, The First National Bank of Boston, as Owner Trustee,                The Bank                of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.                (1994 Form 10-K, Exhibit 10-80.)                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-63  | Amendment                No. 7 dated as of October 12, 1994 to Participation Agreement                dated as of March 16, 1987 as amended among Security Pacific Capital                Leasing Corporation, as Owner Participant, PNPP Funding Corporation,                as                Funding Corporation, PNPP II Funding Corporation, as New Funding                Corporation, The First National Bank of Boston, as Owner Trustee,                The Bank                of New York, as Indenture Trustee and Ohio Edison Company, as Lessee.                (1994 Form 10-K, Exhibit 10-81.)                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-64  | Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston,                as Owner Trustee, with Security Pacific Capital Leasing Corporation,                Lessor, and Ohio Edison Company, as Lessee. (1986 Form 10-K,                Exhibit 28-14.)                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-65  | Amendment                No. 1 dated as of September 1, 1987 to Facility Lease dated as                of March 16, 1987 between The First National Bank of Boston as Owner                Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,                Exhibit 10-68.)                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-66  | Amendment                No. 2 dated as of November 1, 1991 to Facility Lease dated as of                March 16, 1987 between The First National Bank of Boston as Owner                Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,                Exhibit 10-69.)                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-67  | Amendment                No. 3 dated as of November 24, 1992 to Facility Lease dated as                of March 16, 1987, as amended, between, The First National Bank of                Boston, as Owner Trustee, with Security Pacific Capital Leasing                Corporation, as Owner Participant and Ohio Edison Company, as Lessee.                (1992 Form 10-K, Exhibit 10-75.)                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-68  | Amendment                No. 4 dated as of January 12, 1993 to Facility Lease dated as of                March 16, 1987 as amended between, The First National Bank of Boston,                as Owner Trustee, with Security Pacific Capital Leasing Corporation,                as                Owner Participant, and Ohio Edison Company, as Lessee. (1992                Form 10-K, Exhibit 10-76.)                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10-69  | Amendment                No. 5 dated as of October 12, 1994 to Facility Lease dated as of                March 16, 1987 as amended between, The First National Bank of Boston,                as Owner Trustee, with Security Pacific Capital Leasing Corporation,                as                Owner Participant, and Ohio Edison Company, as Lessee. (1994                Form 10-K,                Exhibit 10-87.)                                                                                                                                                                                                                                             |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-70  | Letter                Agreement dated as of March 19, 1987 between Ohio Edison Company, as                Lessee, and The First National Bank of Boston, as Owner Trustee under                a                Trust, dated as of March 16, 1987, with Security Pacific Capital                Leasing Corporation, required by Section 3(d) of the Facility Lease.                (1986                Form 10-K, Exhibit 28-15.)                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-71  | Ground                Lease                dated as of March 16, 1987 between Ohio Edison Company, Ground                Lessor, and The First National Bank of Boston, as Owner Trustee under                a                Trust Agreement, dated as of March 16, 1987, with Perry One Alpha                Limited Partnership, Tenant. (1986 Form 10-K,                Exhibit 28-16.)                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-72  | Trust                Agreement dated as of March 16, 1987 between Security Pacific Capital                Leasing Corporation, as Owner Participant, and The First National                Bank of                Boston. (1986 Form 10-K, Exhibit 28-17.)                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-73  | Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston,                as Owner Trustee under a Trust Agreement, dated as of March 16, 1987,                with Security Pacific Capital Leasing Corporation, and Irving Trust                Company, as Indenture Trustee. (1986 Form 10-K,                Exhibit 28-18.)                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-74  | Supplemental                Indenture No. 1 dated as of September 1, 1987 to Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of March 16, 1987 between The First National Bank of Boston,                as Owner Trustee and Irving Trust Company (now The Bank of New York),                as                Indenture Trustee. (1991 Form 10-K,                Exhibit 10-74.)                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-75  | Supplemental                Indenture No. 2 dated as of November 1, 1991 to Trust Indenture,                Mortgage, Security Agreement and Assignment of Facility Lease dated                as of                March 16, 1987 between The First National Bank of Boston, as Owner                Trustee and The Bank of New York, as Indenture Trustee. (1991                Form 10-K, Exhibit 10-75.)                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-76  | Tax                Indemnification Agreement dated as of March 16, 1987 between Security                Pacific Capital Leasing Corporation, as Owner Participant, and Ohio                Edison                Company, as Lessee. (1986 Form 10-K,                Exhibit 28-19.)                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-77  | Amendment                No. 1 dated as of November 1, 1991 to Tax Indemnification                Agreement dated as of March 16, 1987 between Security Pacific Capital                Leasing Corporation and Ohio Edison Company. (1991 Form 10-K,                Exhibit 10-77.)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-78  | Amendment                No. 2 dated as of January 12, 1993 to Tax Indemnification                Agreement dated as of March 16, 1987 between Security Pacific Capital                Leasing Corporation and Ohio Edison Company. (1994 Form 10-K,                Exhibit 10-96.)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-79  | Amendment                No. 3 dated as of October 12, 1994 to Tax Indemnification                Agreement dated as of March 16, 1987 between Security Pacific Capital                Leasing Corporation and Ohio Edison Company. (1994 Form 10-K,                Exhibit 10-97.)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-80  | Assignment,                Assumption and Further Agreement dated as of March 16, 1987 among The                First National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated as of March 16, 1987, with Security Pacific Capital Leasing                Corporation, The Cleveland Electric Illuminating Company, Duquesne                Light                Company, Ohio Edison Company, Pennsylvania Power Company and Toledo                Edison                Company. (1986 Form 10-K, Exhibit 28-20.) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-81  | Additional                Support Agreement dated as of March 16, 1987 between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of March 16, 1987, with Security Pacific Capital Leasing                Corporation, and Ohio Edison Company. (1986 Form 10-K,                Exhibit 28-21.)                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-82  | Bill                of Sale,                Instrument of Transfer and Severance Agreement dated as of March 19,                1987 between Ohio Edison Company, Seller, and The First National                Bank of                Boston, as Owner Trustee under a Trust Agreement, dated as of                March 16, 1987, with Security Pacific Capital Leasing Corporation,                Buyer. (1986 Form 10-K,                Exhibit 28-22.)                                                                                       |

----

**EXHIBIT**

**NUMBER**

|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-83                                | Easement                dated                as of March 16, 1987 from Ohio Edison Company, Grantor, to The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of March 16, 1987, with Security Pacific Capital Leasing                Corporation, Grantee. (1986 Form 10-K,                Exhibit 28-23.)                                                                                                                                                                                                                                                             |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-84                                | Refinancing                Agreement dated as of November 1, 1991 among Perry One Alpha Limited                Partnership, as Owner Participant, PNPP Funding Corporation, as Funding                Corporation, PNPP II Funding Corporation, as New Funding Corporation,                The First National Bank of Boston, as Owner Trustee, The Bank of                New York,                as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee,                The Bank of New York, as New Collateral Trust Trustee and Ohio Edison                Company, as Lessee. (1991 Form 10-K,                Exhibit 10-82.) |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-85                                | Refinancing                Agreement dated as of November 1, 1991 among Security Pacific Leasing                Corporation, as Owner Participant, PNPP Funding Corporation, as Funding                Corporation, PNPP II Funding Corporation, as New Funding Corporation,                The First National Bank of Boston, as Owner Trustee, The Bank of                New York,                as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee,                The Bank of New York as New Collateral Trust Trustee and Ohio Edison                Company, as Lessee. (1991 Form 10-K,                Exhibit 10-83.) |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-86                                | Ohio                Edison                Company Master Decommissioning Trust Agreement for Perry Nuclear                Power                Plant Unit One, Perry Nuclear Power Plant Unit Two, Beaver Valley                Power                Station Unit One and Beaver Valley Power Station Unit Two dated                July 1, 1993. (1993 Form 10-K,                Exhibit 10-94.)                                                                                                                                                                                                                                                         |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-87                                | Nuclear                Fuel                Lease dated as of March 31, 1989, between OES Fuel, Incorporated, as                Lessor, and Ohio Edison Company, as Lessee. (1989 Form 10-K,                Exhibit 10-62.)                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-89                                | Guarantee                Agreement entered into by Ohio Edison Company dated as of January 17,                1991. (1990 Form 10-K, Exhibit 10-64.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-90                                | Transfer                and                Assignment Agreement among Ohio Edison Company and Chemical Bank,                as                trustee under the OE Power Contract Trust. (1990 Form 10-K,                Exhibit 10-65.)                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-91                                | Renunciation                of Payments and Assignment among Ohio Edison Company, Monongahela                Power                Company, West Penn Power Company, and the Potomac Edison Company                dated as                of January 4, 1991. (1990 Form 10-K,                Exhibit 10-66.)                                                                                                                                                                                                                                                                                                                                             |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-92                                | Transfer                and                Assignment Agreement dated May 20, 1994 among Ohio Edison Company and                Chemical Bank, as trustee under the OE Power Contract Trust. (1994                Form 10-K, Exhibit 10-110.)                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-93                                | Renunciation                of Payments and Assignment among Ohio Edison Company, Monongahela                Power                Company, West Penn Power Company, and the Potomac Edison Company                dated as                of May 20, 1994. (1994 Form 10-K,                Exhibit 10-111.)                                                                                                                                                                                                                                                                                                                                               |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-94                                | Transfer                and                Assignment Agreement dated October 12, 1994 among Ohio Edison Company                and Chemical Bank, as trustee under the OE Power Contract Trust.                (1994                Form 10-K, Exhibit 10-112.)                                                                                                                                                                                                                                                                                                                                                                                          |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-95                                | Renunciation                of Payments and Assignment among Ohio Edison Company, Monongahela                Power                Company, West Penn Power Company, and the Potomac Edison Company                dated as                of October 12, 1994. (1994 Form 10-K,                Exhibit 10-113.)                                                                                                                                                                                                                                                                                                                                           |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                   (E)10-96 | Participation                Agreement dated as of September 15, 1987, among Beaver Valley Two Pi                Limited Partnership, as Owner Participant, the Original Loan Participants                listed in Schedule 1 Thereto, as Original Loan Participants, BVPS                Funding Corporation, as Funding Corporation, The First National Bank                of                Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee                and                Ohio Edison Company as Lessee. (1987 Form 10-K,                Exhibit 28-1.)                                                                |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

**EXHIBIT**

**NUMBER**

| (E)10-97  | Amendment                No. 1 dated as of February 1, 1988, to Participation Agreement                dated as of September 15, 1987, among Beaver Valley Two Pi Limited                Partnership, as Owner Participant, the Original Loan Participants                listed                in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding                Corporation, as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1987 Form 10-K,                Exhibit 28-2.) |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-98  | Amendment                No. 3 dated as of March 16, 1988 to Participation Agreement                dated as of September 15, 1987, as amended, among Beaver Valley Two                Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,                The First National Bank of Boston, as Owner Trustee, Irving Trust                Company,                as Indenture Trustee and Ohio Edison Company, as Lessee. (1992                Form 10-K, Exhibit 10-99.)                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-99  | Amendment                No. 4 dated as of November 5, 1992 to Participation Agreement                dated as of September 15, 1987, as amended, among Beaver Valley Two                Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,                BVPS II Funding Corporation, The First National Bank of Boston, as                Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1992 Form 10-K,                Exhibit 10-100.)                                                                                                                   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-100 | Amendment                No. 5 dated as of September 30, 1994 to Participation Agreement                dated as of September 15, 1987, as amended, among Beaver Valley Two                Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation,                BVPS II Funding Corporation, The First National Bank of Boston, as                Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1994 Form 10-K,                Exhibit 10-118.)                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-101 | Facility                Lease                dated as of September 15, 1987, between The First National Bank of                Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,                Lessor, and Ohio Edison Company, Lessee. (1987 Form 10-K,                Exhibit 28-3.)                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-102 | Amendment                No. 1 dated as of February 1, 1988, to Facility Lease dated as                of September 15, 1987, between The First National Bank of Boston, as                Owner Trustee, with Beaver Valley Two Pi Limited Partnership, Lessor,                and                Ohio Edison Company, Lessee. (1987 Form 10-K,                Exhibit 28-4.)                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-103 | Amendment                No. 2 dated as of November 5, 1992, to Facility Lease dated as                of September 15, 1987, as amended, between The First National Bank of                Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,                as Owner Participant, and Ohio Edison Company, as Lessee. (1992                Form 10-K, Exhibit 10-103.)                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-104 | Amendment                No. 3 dated as of September 30, 1994 to Facility Lease dated as                of September 15, 1987, as amended, between The First National Bank of                Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership,                as Owner Participant, and Ohio Edison Company, as Lessee. (1994                Form 10-K, Exhibit 10-122.)                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-105 | Ground                Lease                and Easement Agreement dated as of September 15, 1987, between Ohio                Edison Company, Ground Lessor, and The First National Bank of Boston,                as                Owner Trustee under a Trust Agreement, dated as of September 15,                1987, with Beaver Valley Two Pi Limited Partnership, Tenant. (1987                Form 10-K, Exhibit 28-5.)                                                                                                                                                                                                                                           |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-106 | Trust                Agreement dated as of September 15, 1987, between Beaver Valley Two                Pi Limited Partnership, as Owner Participant, and The First National                Bank                of Boston. (1987 Form 10-K, Exhibit 28-6.)                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-107 | Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of September 15, 1987, between The First National Bank of                Boston, as Owner Trustee under a Trust Agreement dated as of                September 15, 1987, with Beaver Valley Two Pi Limited Partnership,                and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K,                Exhibit 28-7.)                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (E)10-108 | Supplemental                Indenture No. 1 dated as of February 1, 1988 to Trust Indenture,                Mortgage, Security Agreement and Assignment of Facility Lease dated                as of                September 15, 1987 between The First National Bank of Boston, as                Owner Trustee under a Trust Agreement dated as of September 15, 1987                with Beaver Valley Two Pi Limited Partnership and Irving Trust Company,                as                Indenture Trustee. (1987 Form 10-K,                Exhibit 28-8.)                                                                                               |

----

**EXHIBIT**

**NUMBER**

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (E)10-109 | Tax                Indemnification Agreement dated as of September 15, 1987, between                Beaver Valley Two Pi Inc. and PARock Limited Partnership as General                Partners and Ohio Edison Company, as Lessee. (1987 Form 10-K,                Exhibit 28-9.)                                                                                                                                                                                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-110 | Amendment                No. 1 dated as of November 5, 1992 to Tax Indemnification                Agreement dated as of September 15, 1987, between Beaver Valley Two                Pi Inc. and PARock Limited Partnership as General Partners and Ohio                Edison                Company, as Lessee. (1994 Form 10-K,                Exhibit 10-128.)                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-111 | Amendment                No. 2 dated as of September 30, 1994 to Tax Indemnification                Agreement dated as of September 15, 1987, between Beaver Valley Two                Pi Inc. and PARock Limited Partnership as General Partners and Ohio                Edison                Company, as Lessee. (1994 Form 10-K,                Exhibit 10-129.)                                                                                                                                                                                                                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-112 | Tax                Indemnification Agreement dated as of September 15, 1987, between HG                Power Plant, Inc., as Limited Partner and Ohio Edison Company, as                Lessee.                (1987 Form 10-K, Exhibit 28-10.)                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-113 | Amendment                No. 1 dated as of November 5, 1992 to Tax Indemnification                Agreement dated as of September 15, 1987, between HG Power Plant,                Inc., as Limited Partner and Ohio Edison Company, as Lessee. (1994                Form 10-K, Exhibit 10-131.)                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-114 | Amendment                No. 2 dated as of September 30, 1994 to Tax Indemnification                Agreement dated as of September 15, 1987, between HG Power Plant,                Inc., as Limited Partner and Ohio Edison Company, as Lessee. (1994                Form 10-K, Exhibit 10-132.)                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-115 | Assignment,                Assumption and Further Agreement dated as of September 15, 1987,                among The First National Bank of Boston, as Owner Trustee under a                Trust                Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi                Limited Partnership, The Cleveland Electric Illuminating Company,                Duquesne                Light Company, Ohio Edison Company, Pennsylvania Power Company and                Toledo                Edison Company. (1987 Form 10-K,                Exhibit 28-11.)                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (E)10-116 | Additional                Support Agreement dated as of September 15, 1987, between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of September 15, 1987, with Beaver Valley Two Pi Limited                Partnership, and Ohio Edison Company. (1987 Form 10-K,                Exhibit 28-12.)                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (F)10-117 | Participation                Agreement dated as of September 15, 1987, among Chrysler Consortium                Corporation, as Owner Participant, the Original Loan Participants                listed                in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding                Corporation as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio                Edison                Company, as Lessee. (1987 Form 10-K,                Exhibit 28-13.)                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (F)10-118 | Amendment                No. 1 dated as of February 1, 1988, to Participation Agreement                dated as of September 15, 1987, among Chrysler Consortium                Corporation, as Owner Participant, the Original Loan Participants                listed                in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding                Corporation, as Funding Corporation, The First National Bank of Boston,                as                Owner Trustee, Irving Trust Company, as Indenture Trustee, and Ohio                Edison                Company, as Lessee. (1987 Form 10-K,                Exhibit 28-14.) |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (F)10-119 | Amendment                No. 3 dated as of March 16, 1988 to Participation Agreement                dated as of September 15, 1987, as amended, among Chrysler Consortium                Corporation, as Owner Participant, BVPS Funding Corporation, The                First                National Bank of Boston, as Owner Trustee, Irving Trust Company,                as                Indenture Trustee, and Ohio Edison Company, as Lessee. (1992                Form 10-K, Exhibit 10-114.)                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (F)10-120 | Amendment                No. 4 dated as of November 5, 1992 to Participation Agreement                dated as of September 15, 1987, as amended, among Chrysler Consortium                Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II                Funding Corporation, The First National Bank of Boston, as Owner                Trustee,                The Bank of New York, as Indenture Trustee and Ohio Edison Company,                as                Lessee. (1992 Form 10-K, Exhibit 10-115.)                                                                                                                          |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

**EXHIBIT**

**NUMBER**

| (F)10-121 | Amendment                No. 5 dated as of January 12, 1993 to Participation Agreement                dated as of September 15, 1987, as amended, among Chrysler Consortium                Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II                Funding Corporation, The First National Bank of Boston, as Owner                Trustee,                The Bank of New York, as Indenture Trustee and Ohio Edison Company,                as                Lessee. (1994 Form 10-K, Exhibit 10-139.)       |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-122 | Amendment                No. 6 dated as of September 30, 1994 to Participation Agreement                dated as of September 15, 1987, as amended, among Chrysler Consortium                Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II                Funding Corporation, The First National Bank of Boston, as Owner                Trustee,                The Bank of New York, as Indenture Trustee and Ohio Edison Company,                as                Lessee. (1994 Form 10-K, Exhibit 10-140.)     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-123 | Facility                Lease                dated as of September 15, 1987, between The First National Bank of                Boston, as Owner Trustee, with Chrysler Consortium Corporation, Lessor,                and Ohio Edison Company, as Lessee. (1987 Form 10-K,                Exhibit 28-15.)                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-124 | Amendment                No. 1 dated as of February 1, 1988, to Facility Lease dated as                of September 15, 1987, between The First National Bank of Boston, as                Owner Trustee, with Chrysler Consortium Corporation, Lessor, and                Ohio                Edison Company, Lessee. (1987 Form 10-K,                Exhibit 28-16.)                                                                                                                                                                           |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-125 | Amendment                No. 2 dated as of November 5, 1992 to Facility Lease dated as of                September 15, 1987, as amended, between The First National Bank of                Boston, as Owner Trustee, with Chrysler Consortium Corporation, as                Owner                Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,                Exhibit 10-118.)                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-126 | Amendment                No. 3 dated as of January 12, 1993 to Facility Lease dated as of                September 15, 1987, as amended, between The First National Bank of                Boston, as Owner Trustee, with Chrysler Consortium Corporation, as                Owner                Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K,                Exhibit 10-119.)                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-127 | Amendment                No. 4 dated as of September 30, 1994 to Facility Lease dated as                of September 15, 1987, as amended, between The First National Bank of                Boston, as Owner Trustee, with Chrysler Consortium Corporation, as                Owner                Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,                Exhibit 10-145.)                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-128 | Ground                Lease                and Easement Agreement dated as of September 15, 1987, between Ohio                Edison Company, Ground Lessor, and The First National Bank of Boston,                as                Owner Trustee under a Trust Agreement, dated as of September 15,                1987, with Chrysler Consortium Corporation, Tenant. (1987 Form 10-K,                Exhibit 28-17.)                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-129 | Trust                Agreement dated as of September 15, 1987, between Chrysler Consortium                Corporation, as Owner Participant, and The First National Bank of                Boston.                (1987 Form 10-K, Exhibit 28-18.)                                                                                                                                                                                                                                                                                                         |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-130 | Trust                Indenture, Mortgage, Security Agreement and Assignment of Facility                Lease                dated as of September 15, 1987, between The First National Bank of                Boston, as Owner Trustee under a Trust Agreement, dated as of                September 15, 1987, with Chrysler Consortium Corporation and Irving                Trust Company, as Indenture Trustee. (1987 Form 10-K,                Exhibit 28-19.)                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-131 | Supplemental                Indenture No. 1 dated as of February 1, 1988 to Trust Indenture,                Mortgage, Security Agreement and Assignment of Facility Lease dated                as of                September 15, 1987 between The First National Bank of Boston, as                Owner Trustee under a Trust Agreement dated as of September 15, 1987                with Chrysler Consortium Corporation and Irving Trust Company, as                Indenture Trustee. (1987 Form 10-K,                Exhibit 28-20.) |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-132 | Tax                Indemnification Agreement dated as of September 15, 1987, between                Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison                Company, Lessee. (1987 Form 10-K, Exhibit 28-21.)                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-133 | Amendment                No. 1 dated as of November 5, 1992 to Tax Indemnification                Agreement dated as of September 15, 1987, between Chrysler Consortium                Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.                (1994 Form 10-K, Exhibit 10-151.)                                                                                                                                                                                                                                   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (F)10-134 | Amendment                No. 2 dated as of January 12, 1993 to Tax Indemnification                Agreement dated as of September 15, 1987, between Chrysler Consortium                Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.                (1994 Form 10-K,                Exhibit 10-152.)                                                                                                                                                                                                                    |

----

**EXHIBIT**

**NUMBER**

|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (F)10-135                                                              | Amendment                No. 3 dated as of September 30, 1994 to Tax Indemnification                Agreement dated as of September 15, 1987, between Chrysler Consortium                Corporation, as Owner Participant, and Ohio Edison Company, as Lessee.                (1994 Form 10-K, Exhibit 10-153.)                                                                                                                                                                                                                                          |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (F)10-136                                                              | Assignment,                Assumption and Further Agreement dated as of September 15, 1987,                among The First National Bank of Boston, as Owner Trustee under a                Trust                Agreement, dated as of September 15, 1987, with Chrysler Consortium                Corporation, The Cleveland Electric Illuminating Company, Duquesne                Light                Company, Ohio Edison Company, Pennsylvania Power Company, and Toledo                Edison Company. (1987 Form 10-K,                Exhibit 28-22.) |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (F)10-137                                                              | Additional                Support Agreement dated as of September 15, 1987, between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement,                dated                as of September 15, 1987, with Chrysler Consortium Corporation, and                Ohio Edison Company. (1987 Form 10-K,                Exhibit 28-23.)                                                                                                                                                                                    |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                         10-138 | Operating                Agreement dated March 10, 1987 with respect to Perry Unit No. 1                between the CAPCO Companies. (1987 Form 10-K,                Exhibit 28-24.)                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-139                                                                 | Operating                Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as of                June 1, 1976, and executed on September 15, 1987, by and between                the CAPCO Companies. (1987 Form 10-K,                Exhibit 28-25.)                                                                                                                                                                                                                                                                                              |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-140                                                                 | Operating                Agreement for W. H. Sammis Unit No. 7 dated as of                September 1, 1971 by and between the CAPCO Companies. (1987                Form 10-K, Exhibit 28-26.)                                                                                                                                                                                                                                                                                                                                                           |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-141                                                                 | OE-APS                Power                Interchange Agreement dated March 18, 1987, by and among Ohio Edison                Company and Pennsylvania Power Company, and Monongahela Power Company                and                West Penn Power Company and The Potomac Edison Company. (1987                Form 10-K, Exhibit 28-27.)                                                                                                                                                                                                                      |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-142                                                                 | OE-PEPCO                Power                Supply Agreement dated March 18, 1987, by and among Ohio Edison                Company and Pennsylvania Power Company and Potomac Electric Power                Company.                (1987 Form 10-K, Exhibit 28-28.)                                                                                                                                                                                                                                                                                               |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-143                                                                 | Supplement                No. 1 dated as of April 28, 1987, to the OE-PEPCO Power Supply                Agreement dated March 18, 1987, by and among Ohio Edison Company,                Pennsylvania Power Company, and Potomac Electric Power Company. (1987                Form 10-K, Exhibit 28-29.)                                                                                                                                                                                                                                                  |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-144                                                                 | APS-PEPCO                Power Resale Agreement dated March 18, 1987, by and among Monongahela                Power Company, West Penn Power Company, and The Potomac Edison Company                and                Potomac Electric Power Company. (1987 Form 10-K,                Exhibit 28-30.)                                                                                                                                                                                                                                                              |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-145                                                                 | Electric                Power                Supply Agreement, between the Cleveland Electric Illuminating Company,                Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison                Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy Services                Corp.), dated January 1, 2001. (Form 10-K, Exhibit                10-145)                                                                                                                                                                                               |
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10-146                                                                 | Revised                Electric Power Supply Agreement, between FirstEnergy Solutions Corp.,                the                Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania                Power Company, and the Toledo Edison Company, dated October 1, 2003.                (Form                10-K, Exhibit 10-146)                                                                                                                                                                                                                            |

----

**EXHIBIT**

**NUMBER**

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-147    | OE                Nuclear                Capital Contribution Agreement by and between Ohio Edison Company                and                FirstEnergy Nuclear Generation Corp. (June 2005 10-Q, Exhibit                10.1)                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10-148    | OE                Fossil                Purchase and Sale Agreement by and between Ohio Edison Company (Seller)                and FirstEnergy Generation Corp. (Purchaser). (June 2005 10-Q, Exhibit                10.2)                                                                                                                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10-149    | Consent                Decree                dated as of March 18, 2005. (Form 8-K dated March 18, 2005, Exhibit                10.1)                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)10-150 | Nuclear                Sale/Leaseback Power Supply Agreement dated as of October 14, 2005                between                Ohio Edison Company and The Toledo Edison Company (Sellers) and                FirstEnergy Nuclear Generation Corp. (Buyer).                                                                                                                                                                                                                                                                                          |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)10-151 | Power                Supply                Agreement dated as of October 31, 2005 between FirstEnergy Solutions                Corp.                (Seller) and the FirstEnergy Operating Companies - OE, CEI and TE                (Buyers).                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)12.2   | Consolidated                Fixed Charged Ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)13.1   | OE                2005 Annual                Report to Stockholders (Only those portions expressly incorporated                by                reference in this Form 10-K are to be deemed “filed” with the                SEC.)                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)21.1   | List                of                Subsidiaries of the Registrant at December 31,                2005.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)23.1   | Consent                of                Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (A)       | Provided                herein in electronic format as an exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (B)       | Pursuant                to                paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, OE has not                filed                as an exhibit to this Form 10-K any instrument with respect to long-term                debt if the total amount of securities authorized thereunder does                not                exceed 10% of the total assets of OE and its subsidiaries on a                consolidated basis, but hereby agrees to furnish to the SEC on request                any                such instruments. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (C)       | Management                contract or compensatory plan contract or arrangement filed pursuant                to                Item 601 of Regulation S-K.                                                                                                                                                                                                                                                                                                                                                                                           |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (D)       | Substantially                similar documents have been entered into relating to three additional                Owner Participants.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (E)       | Substantially                similar documents have been entered into relating to five additional                Owner                Participants.                                                                                                                                                                                                                                                                                                                                                                                                   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (F)       | Substantially                similar documents have been entered into relating to two additional                Owner                Participants.                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Note:                Reports                of OE on Forms 10-Q and 10-K are on file with the SEC under number                1-2578.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Pursuant                to                Rule 14a - 3 (10) of the Securities Exchange Act of 1934, the                Company will furnish any exhibit in this Report upon the payment                of the                Company’s expenses in furnishing such                exhibit.                                                                                                                                                                                                                                            |

***3.***
***Exhibits***
**-**
***Pennsylvania Power Company (Penn)***

| 3-1    | Amended                and                Restated Articles of Incorporation, as amended March 15, 2002. (2001                Form                10-K, Exhibit 3-1) |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                 |
| 3-2    | Amended                and                Restated By-Laws of Penn, as amended March 15, 2002. (2001 Form 10-K,                Exhibit 3-2)                          |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4-1    | Indenture                dated as of November 1, 1945, between Penn and The First National                Bank of the City of New York (now Citibank, N.A.), as Trustee, as                supplemented and amended by Supplemental Indentures dated as of                May 1, 1948, March 1, 1950, February 1, 1952,                October 1, 1957, September 1, 1962, June 1, 1963,                June 1, 1969, May 1, 1970, April 1, 1971, October 1,                1971, May 1, 1972, December 1, 1974, October 1, 1975,                September 1, 1976, April 15, 1978, June 28, 1979,                January 1, 1980, June 1, 1981, January 14, 1982,                August 1, 1982, December 15, 1982, December 1, 1983,                September 6, 1984, December 1, 1984, May 30, 1985,                October 29, 1985, August 1, 1987, May 1, 1988,                November 1, 1989, December 1, 1990, September 1, 1991,                May 1, 1992, July 15, 1992, August 1, 1992, and May 1,                1993, July 1, 1993, August 31, 1993, September 1, 1993,                September 15, 1993, October 1, 1993, November 1, 1993, and                August 1, 1994. (Physically filed and designated as                Exhibits 2(b)(1)-1 through 2(b)(1)-15 in Registration Statement File                No. 2-60837; as Exhibits 2(b)(2), 2(b)(3), and 2(b)(4) in                Registration Statement File No. 2-68906; as Exhibit 4-2 in                Form 10-K for 1981 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1982 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1983 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1984 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1985 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1987 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1988 File No. 1-3491; as Exhibit 19 in Form                10-K for 1989 File No. 1-3491; as Exhibit 19 in                Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in                Form 10-K for 1991 File No. 1-3491; as Exhibit 19-1 in                Form 10-K for 1992 File No. 1-3491; as Exhibit 4-2 in                Form 10-K for 1993 File No. 1-3491; and as Exhibit 4-2                in Form 10-K for 1994 File No. 1-3491.) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-2    | Supplemental                Indenture dated as of September 1, 1995, between Penn and Citibank,                N.A., as Trustee. (1995 Form 10-K,                Exhibit 4-2.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-3    | Supplemental                Indenture dated as of June 1, 1997, between Penn and Citibank, N.A.,                as Trustee. (1997 Form 10-K, Exhibit 4-3.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-4    | Supplemental                Indenture dated as of June 1, 1998, between Penn and Citibank, N. A.,                as Trustee. (1998 Form 10-K, Exhibit 4-4.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-5    | Supplemental                Indenture dated as of September 29, 1999, between Penn and Citibank,                N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-6    | Supplemental                Indenture dated as of November 15, 1999, between Penn and Citibank,                N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-7    | Supplemental                Indenture dated as of June 1, 2001. (2001 Form 10-K, Exhibit                4-7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-8    | Supplemental                Indenture dated as of December 1, 2004. (2004 Form 10-K, Exhibit                4-8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-1   | Administration                Agreement between the CAPCO Group dated as of September 14, 1967.                (Registration Statement of Ohio Edison Company,                File No. 2-43102, Exhibit 5(c)(2).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-2   | Amendment                No. 1 dated January 4, 1974 to Administration Agreement between                the CAPCO Group dated as of September 14, 1967. (Registration                Statement No. 2-68906, Exhibit 5 (c)(3).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-3   | Transmission                Facilities Agreement between the CAPCO Group dated as of                September 14, 1967. (Registration Statement of Ohio Edison Company,                File No. 2-43102, Exhibit 5 (c)(3).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-4   | Amendment                No. 1 dated as of January 1, 1993 to Transmission Facilities                Agreement between the CAPCO Group dated as of September 14, 1967.                (1993 Form 10-K, Exhibit 10-4, Ohio Edison                Company.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-5   | Agreement                for                the Termination or Construction of Certain Agreements effective                September 1, 1980 among the CAPCO Group. (Registration Statement                No. 2-68906, Exhibit 10-4.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-6   | Amendment                dated as of December 23, 1993 to Agreement for the Termination or                Construction of Certain Agreements effective September 1, 1980 among                the CAPCO Group. (1993 Form 10-K, Exhibit 10-6, Ohio Edison                Company.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10-7   | CAPCO                Basic                Operating Agreement, as amended September 1, 1980. (Registration                Statement No. 2-68906, as                Exhibit 10-5.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

**EXHIBIT**

**NUMBER**

|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-8     | Amendment                No. 1 dated August 1, 1981 and Amendment No. 2 dated                September 1, 1982, to CAPCO Basic Operating Agreement as amended                September 1, 1980. (September 30, 1981 Form 10-Q,                Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3,                File No. 1-2578, of Ohio Edison Company.)               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-9     | Amendment                No. 3 dated as of July 1, 1984, to CAPCO Basic Operating                Agreement as amended September 1, 1980. (1985 Form 10-K,                Exhibit 10-7, File No. 1-2578, of Ohio Edison                Company.)                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-10    | Basic                Operating Agreement between the CAPCO Companies as amended October 1,                1991. (1991 Form 10-K, Exhibit 10-8, File No. 1-2578,                of Ohio Edison Company.)                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-11    | Basic                Operating Agreement between the CAPCO Companies as amended January 1,                1993. (1993 Form 10-K, Exhibit 10-11, Ohio                Edison.)                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-12    | Memorandum                of                Agreement effective as of September 1, 1980, among the CAPCO Group.                (1991 Form 10-K, Exhibit 19-2, Ohio Edison                Company.)                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-13    | Operating                Agreement for Beaver Valley Power Station Units Nos. 1 and 2 as                Amended and Restated September 15, 1987, by and between the CAPCO                Companies. (1987 Form 10-K, Exhibit 10-15,                File No. 1-2578, of Ohio Edison Company.)                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-14    | Construction                Agreement with respect to Perry Plant between the CAPCO Group dated                as of                July 22, 1974. (Registration Statement of Toledo Edison Company,                File No. 2-52251, as Exhibit 5 (yy).)                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-15    | Memorandum                of                Understanding dated as of March 31, 1985, among the CAPCO Companies.                (1985 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio                Edison Company.)                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (B)10-16 | Ohio                Edison                System Executive Supplemental Life Insurance Plan. (1995 Form 10-K,                Exhibit 10-44, File No. 1-2578, Ohio Edison                Company.)                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (B)10-17 | Ohio                Edison                System Executive Incentive Compensation Plan. (1995 Form 10-K,                Exhibit 10-45, File No. 1-2578, Ohio Edison                Company.)                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (B)10-18 | Ohio                Edison                System Restated and Amended Executive Deferred Compensation Plan.                (1995                Form 10-K, Exhibit 10-46, File No. 1-2578, Ohio Edison                Company.)                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (B)10-19 | Ohio                Edison                System Restated and Amended Supplemental Executive Retirement Plan.                (1995                Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio Edison                Company.)                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-20    | Operating                Agreement for Perry Unit No. 1 dated March 10, 1987, by and                between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24,                File No. 1-2578, Ohio Edison Company.)                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-21    | Operating                Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as of                June 1, 1976, and executed on September 15, 1987, by and between                the CAPCO Companies. (1987 Form 10-K, Exhibit 28-25,                File No. 1-2578, Ohio Edison Company.)                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-22    | Operating                Agreement for W. H. Sammis Unit No. 7 dated as of                September 1, 1971, by and between the CAPCO Companies. (1987                Form 10-K, Exhibit 28-26, File No. 1-2578, Ohio Edison                Company.)                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-23    | OE-APS                Power                Interchange Agreement dated March 18, 1987, by and among Ohio Edison                Company and Pennsylvania Power Company, and Monongahela Power Company                and                West Penn Power Company and The Potomac Edison Company. (1987                Form 10-K, Exhibit 28-27, File No. 1-2578, of Ohio                Edison Company.) |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-24    | OE-PEPCO                Power                Supply Agreement dated March 18, 1987, by and among Ohio Edison                Company and Pennsylvania Power Company and Potomac Electric Power                Company.                (1987 Form 10-K, Exhibit 28-28, File No. 1-2578, of                Ohio Edison Company.)                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

**EXHIBIT**

**NUMBER**

| 10-25    | Supplement                No. 1 dated as of April 28, 1987, to the OE-PEPCO Power Supply                Agreement dated March 18, 1987, by and among Ohio Edison Company,                Pennsylvania Power Company and Potomac Electric Power Company. (1987                Form 10-K, Exhibit 28-29, File No. 1-2578, of Ohio                Edison Company.)                                                                                                   |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-26    | APS-PEPCO                Power Resale Agreement dated March 18, 1987, by and among Monongahela                Power Company, West Penn Power Company, and The Potomac Edison Company                and                Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-30, File                No. 1-2578, of Ohio Edison Company.)                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-27    | Pennsylvania                Power Company Master Decommissioning Trust Agreement for Beaver Valley                Power Station and Perry Nuclear Power Plant dated as of April 21,                1995. (Quarter ended June 30, 1995 Form 10-Q, Exhibit 10,                File No. 1-3491.)                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-28    | Nuclear                Fuel                Lease dated as of March 31, 1989, between OES Fuel, Incorporated, as                Lessor, and Pennsylvania Power Company, as Lessee. (1989 Form 10-K,                Exhibit 10-39, File No. 1-3491.)                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-29    | Electric                Power                Supply Agreement, between the Cleveland Electric Illuminating Company,                Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison                Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy Services                Corp.), dated January 1, 2001. (Filed as Ohio Edison Exhibit 10-145                in                2004 Form 10-K)                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-30    | Revised                Electric Power Supply Agreement, between FirstEnergy Solutions Corp.,                the                Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania                Power Company, and the Toledo Edison Company, dated October 1, 2003.                (Filed as Ohio Edison Exhibit 10-146 in 2004 Form 10-K)                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-31    | PP                Nuclear                Subscription and Capital Contribution Agreement by and between                Pennsylvania Power Company and FirstEnergy Nuclear Generation Corp.                (June                2005 10-Q, Exhibit 10.1)                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-32    | PP                Fossil                Purchase and Sale Agreement by and between Pennsylvania Power Company                (Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005                10-Q,                Exhibit 10.2)                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10-33    | Consent                Decree                dated as of March 18, 2005. (Form 8-K dated March 18, 2005, Exhibit                10.1)                                                                                                                                                                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)10-34 | Electric                Power                Supply Agreement dated as of October 31, 2005 between FirstEnergy                Solutions Corp. (Seller) and Pennsylvania Power Company                (Buyer).                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)12.5  | Fixed                Charge                Ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)13.4  | Penn                2005                Annual Report to Stockholders. (Only those portions expressly incorporated                by reference in this Form 10-K are to be deemed “filed” with the                Securities and Exchange Commission.)                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)21.4  | List                of                Subsidiaries of the Registrant at December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)23.2  | Consent                of                Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (A)      | Provided                herein in electronic format as an exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (B)      | Pursuant                to                paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, Penn has                not filed                as an exhibit to this Form 10-K any instrument with respect to long-term                debt if the total amount of securities authorized thereunder does                not                exceed 10% of the total assets of Penn, but hereby agrees to furnish                to                the Commission on request any such instruments. |
| (C)      | Management                contract or compensatory plan contract or arrangement filed pursuant                to                Item 601 of Regulation S-K.                                                                                                                                                                                                                                                                                                                                          |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Pursuant                to                Rule 14a-3(10) of the Securities Exchange Act of 1934, the Company                will                furnish any exhibit in this Report upon the payment of the Company’s                expenses in furnishing such                exhibit. |

***3.***
***Exhibits      - Common Exhibits for CEI and TE***

**Exhibit**

**Number**

| 2(a)      | Agreement                and                Plan of Merger between Ohio Edison and Centerior Energy dated as                of                September 13, 1996 (Exhibit (2)-1, Form S-4                File No. 333-21011, filed by FirstEnergy).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2(b)      | Merger                Agreement by and among Centerior Acquisition Corp., FirstEnergy and                Centerior (Exhibit (2)-3, Form S-4 File No. 333-21011,                filed by FirstEnergy).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4(a)      | Rights                Agreement (Exhibit 4, June 25, 1996 Form 8-K,                File Nos. 1-9130, 1-2323 and 1-3583).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4(b)(1)   | Form                of Note                Indenture between Cleveland Electric, Toledo Edison and The Chase                Manhattan Bank, as Trustee dated as of June 13, 1997                (Exhibit 4(c), Form S-4 File No. 333-35931, filed by                Cleveland Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4(b)(2)   | Form                of First                Supplemental Note Indenture between Cleveland Electric, Toledo Edison                and                The Chase Manhattan Bank, as Trustee dated as of June 13, 1997                (Exhibit 4(d), Form S-4 File No. 333-35931, filed by                Cleveland Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(1)(a) | CAPCO                Administration Agreement dated November 1, 1971, as of                September 14, 1967, among the CAPCO Group members regarding the                organization and procedures for implementing the objectives of the                CAPCO                Group (Exhibit 5(p), Amendment No. 1,                File No. 2-42230, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(1)(b) | Amendment                No. 1, dated January 4, 1974, to CAPCO Administration Agreement                among the CAPCO Group members (Exhibit 5(c)(3),                File No. 2-68906, filed by Ohio Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(2)    | CAPCO                Transmission Facilities Agreement dated November 1, 1971, as of                September 14, 1967, among the CAPCO Group members regarding the                installation, operation and maintenance of transmission facilities                to                carry out the objectives of the CAPCO Group (Exhibit 5(q), Amendment                No. 1, File No. 2-42230, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(2)(1) | Amendment                No. 1 to CAPCO Transmission Facilities Agreement, dated                December 23, 1993 and effective as of January 1, 1993, among the                CAPCO Group members regarding requirements for payment of invoices                at                specified times, for payment of interest on non-timely paid invoices,                for                restricting adjustment of invoices after a four-year period, and                for                revising the method for computing the Investment Responsibility charge                for                use of a member’s transmission facilities (Exhibit 10b(2)(1), 1993                Form 10-K, File Nos. 1-9130, 1-2323 and                1-3583). |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(3)    | CAPCO                Basic                Operating Agreement As Amended January 1, 1993 among the CAPCO Group                members regarding coordinated operation of the members’ systems                (Exhibit 10b(3), 1993 Form 10-K, File Nos. 1-9130,                1-2323 and 1-3583).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(4)    | Agreement                for                the Termination or Construction of Certain Agreement By and Among                the                CAPCO Group members, dated December 23, 1993 and effective as of                September 1, 1980 (Exhibit 10b(4), 1993 Form 10-K,                File Nos. 1-9130, 1-2323 and 1-3583).                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(5)    | Construction                Agreement, dated July 22, 1974, among the CAPCO Group members and                relating to the Perry Nuclear Plant (Exhibit 5 (yy),                File No. 2-52251, filed by Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(6)    | Contract,                dated as of December 5, 1975, among the CAPCO Group members for the                construction of Beaver Valley Unit No. 2 (Exhibit 5 (g),                File No. 2-52996, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10b(7)    | Amendment                No. 1, dated May 1, 1977, to Contract, dated as of                December 5, 1975, among the CAPCO Group members for the construction                of Beaver Valley Unit No. 2 (Exhibit 5(d)(4),                File No. 2-60109, filed by Ohio                Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

**EXHIBIT**

**NUMBER**

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10d(1)(a) | Form                of                Collateral Trust Indenture among CTC Beaver Valley Funding Corporation,                Cleveland Electric, Toledo Edison and Irving Trust Company, as Trustee                (Exhibit 4(a), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                          |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(1)(b) | Form                of                Supplemental Indenture to Collateral Trust Indenture constituting                Exhibit 10d(1)(a) above, including form of Secured Lease Obligation                bond (Exhibit 4(b), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                         |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(1)(c) | Form                of                Collateral Trust Indenture among Beaver Valley II Funding Corporation,                The                Cleveland Electric Illuminating Company and The Toledo Edison Company                and                The Bank of New York, as Trustee (Exhibit (4)(a),                File No. 33-46665, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(1)(d) | Form                of                Supplemental Indenture to Collateral Trust Indenture constituting                Exhibit 10d(1)(c) above, including form of Secured Lease Obligation                Bond (Exhibit (4)(b), File No. 33-46665, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(2)(a) | Form                of                Collateral Trust Indenture among CTC Mansfield Funding Corporation,                Cleveland Electric, Toledo Edison and IBJ Schroder Bank & Trust                Company, as Trustee (Exhibit 4(a), File No. 33-20128, filed                by Cleveland Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(2)(b) | Form                of                Supplemental Indenture to Collateral Trust Indenture constituting                Exhibit 10d(2)(a) above, including forms of Secured Lease Obligation                bonds (Exhibit 4(b), File No. 33-20128, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(3)(a) | Form                of                Facility Lease dated as of September 15, 1987 between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement                dated as                of September 15, 1987 with the limited partnership Owner Participant                named therein, Lessor, and Cleveland Electric and Toledo Edison,                Lessee                (Exhibit 4(c), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                           |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(3)(b) | Form                of                Amendment No. 1 to Facility Lease constituting Exhibit 10d(3)(a)                above (Exhibit 4(e), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(4)(a) | Form                of                Facility Lease dated as of September 15, 1987 between The First                National Bank of Boston, as Owner Trustee under a Trust Agreement                dated as                of September 15, 1987 with the corporate Owner Participant named                therein, Lessor, and Cleveland Electric and Toledo Edison, Lessees                (Exhibit 4(d), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(4)(b) | Form                of                Amendment No. 1 to Facility Lease constituting Exhibit 10d(4)(a)                above (Exhibit 4(f), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(5)(a) | Form                of                Facility Lease dated as of September 30, 1987 between Meridian Trust                Company, as Owner Trustee under a Trust Agreement dated as of                September 30, 1987 with the Owner Participant named therein, Lessor,                and Cleveland Electric and Toledo Edison, Lessees (Exhibit 4(c),                File No. 33-20128, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(5)(b) | Form                of                Amendment No. 1 to the Facility Lease constituting                Exhibit 10d(5)(a) above (Exhibit 4(f),                File No. 33-20128, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(6)(a) | Form                of                Participation Agreement dated as of September 15, 1987 among the                limited partnership Owner Participant named therein, the Original                Loan                Participants listed in Schedule 1 thereto, as Original Loan                Participants, CTC Beaver Valley Fund Corporation, as Funding Corporation,                The First National Bank of Boston, as Owner Trustee, Irving Trust                Company,                as Indenture Trustee, and Cleveland Electric and Toledo Edison, as                Lessees                (Exhibit 28(a), File No. 33-18755, filed by Cleveland                Electric And Toledo Edison). |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(6)(b) | Form                of                Amendment No. 1 to Participation Agreement constituting                Exhibit 10d(6)(a) above (Exhibit 28(c),                File No. 33-18755, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10d(7)(a) | Form                of                Participation Agreement dated as of September 15, 1987 among the                corporate Owner Participant named therein, the Original Loan Participants                listed in Schedule 1 thereto, as Owner Loan Participants, CTC Beaver                Valley Funding Corporation, as Funding Corporation, The First National                Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture                Trustee, and Cleveland Electric and Toledo Edison, as Lessees                (Exhibit 28(b), File No. 33-18755, filed by Cleveland                Electric and Toledo Edison).                                                        |

----

**EXHIBIT**

**NUMBER**

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10d(7)(b) | Form                of                Amendment No. 1 to Participation Agreement constituting                Exhibit 10d(7)(a) above (Exhibit 28(d),                File No. 33-18755, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(8)(a) | Form                of                Participation Agreement dated as of September 30, 1987 among the                Owner Participant named therein, the Original Loan Participants listed                in                Schedule II thereto, as Owner Loan Participants, CTC Mansfield Funding                Corporation, Meridian Trust Company, as Owner Trustee, IBJ Schroder                Bank                & Trust Company, as Indenture Trustee, and Cleveland Electric and                Toledo Edison, as Lessees (Exhibit 28(a), File No. 33-0128,                filed by Cleveland Electric and Toledo Edison). |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(8)(b) | Form                of                Amendment No. 1 to the Participation Agreement constituting                Exhibit 10d(8)(a) above (Exhibit 28(b),                File No. 33-20128, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(9)    | Form                of Ground                Lease dated as of September 15, 1987 between Toledo Edison, Ground                Lessor, and The First National Bank of Boston, as Owner Trustee under                a                Trust Agreement dated as of September 15, 1987 with the Owner                Participant named therein, Tenant (Exhibit 28(e),                File No. 33-18755, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(10)   | Form                of Site                Lease dated as of September 30, 1987 between Toledo Edison, Lessor,                and Meridian Trust Company, as Owner Trustee under a Trust Agreement                dated                as of September 30, 1987 with the Owner Participant named therein,                Tenant (Exhibit 28(c), File No. 33-20128, filed by                Cleveland Electric and Toledo Edison).                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(11)   | Form                of Site                Lease dated as of September 30, 1987 between Cleveland Electric,                Lessor, and Meridian Trust Company, as Owner Trustee under a Trust                Agreement dated as of September 30, 1987 with the Owner Participant                named therein, Tenant (Exhibit 28(d), File No. 33-20128,                filed by Cleveland Electric and Toledo Edison).                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(12)   | Form                of                Amendment No. 1 to the Site Leases constituting Exhibits 10d(10)                and 10d(11) above (Exhibit 4(f), File No. 33-20128, filed                by Cleveland Electric and Toledo Edison).                                                                                                                                                                                                                                                                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(13)   | Form                of                Assignment, Assumption and Further Agreement dated as of                September 15, 1987 among The First National Bank of Boston, as Owner                Trustee under a Trust Agreement dated as of September 15, 1987 with                the Owner Participant named therein, Cleveland Electric, Duquesne,                Ohio                Edison, Pennsylvania Power and Toledo Edison (Exhibit 28(f),                File No. 33-18755, filed by Cleveland Electric and Toledo                Edison).                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(14)   | Form                of                Additional Support Agreement dated as of September 15, 1987 between                The First National Bank of Boston, as Owner Trustee under a Trust                Agreement dated as of September 15, 1987 with the Owner Participant                named therein, and Toledo Edison (Exhibit 28(g),                File No. 33-18755, filed by Cleveland Electric and Toledo                Edison).                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(15)   | Form                of                Support Agreement dated as of September 30, 1987 between Meridian                Trust Company, as Owner Trustee under a Trust Agreement dated as                of                September 30, 1987 with the Owner Participant named therein, Toledo                Edison, Cleveland Electric, Duquesne, Ohio Edison and Pennsylvania                Power                (Exhibit 28(e), File No. 33-20128, filed by Cleveland                Electric and Toledo Edison).                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(16)   | Form                of                Indenture, Bill of Sale, Instrument of Transfer and Severance Agreement                dated as of September 30, 1987 between Toledo Edison, Seller, and The                First National Bank of Boston, as Owner Trustee under a Trust Agreement                dated as of September 15, 1987 with the Owner Participant named                therein, Buyer (Exhibit 28(h), File No. 33-18755, filed by                Cleveland Electric and Toledo Edison).                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(17)   | Form                of Bill                of Sale, Instrument of Transfer and Severance Agreement dated as                of                September 30, 1987 between Toledo Edison, Seller, and Meridian Trust                Company, as Owner Trustee under a Trust Agreement dated as of                September 30, 1987 with the Owner Participant named therein, Buyer                (Exhibit 28(f), File No. 33-20128, filed by Cleveland                Electric and Toledo Edison).                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10d(18)   | Form                of Bill                of Sale, Instrument of Transfer and Severance Agreement dated as                of                September 30, 1987 between Cleveland Electric, Seller, and Meridian                Trust Company, as Owner Trustee under a Trust Agreement dated as                of                September 30, 1987 with the Owner Participant named therein, Buyer                (Exhibit 28(g), File No. 33-20128, filed by Cleveland                Electric and Toledo Edison).                                                                                                                 |

----

**EXHIBIT**

**NUMBER**

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10d(19)    | Forms                of                Refinancing Agreement, including exhibits thereto, among the Owner                Participant named therein, as Owner Participant, CTC Beaver Valley                Funding                Corporation, as Funding Corporation, Beaver Valley II Funding Corporation,                as New Funding Corporation, The Bank of New York, as Indenture Trustee,                The Bank of New York, as New Collateral Trust Trustee, and The Cleveland                Electric Illuminating Company and The Toledo Edison Company, as Lessees                (Exhibit (28)(e)(i), File No. 33-46665, filed by Cleveland                Electric and Toledo Edison). |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10d(20)(a) | Form                of                Amendment No. 2 to Facility Lease among Citicorp Lescaman, Inc.,                Cleveland Electric and Toledo Edison (Exhibit 10(a), Form S-4                File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10d(20)(b) | Form                of                Amendment No. 3 to Facility Lease among Citicorp Lescaman, Inc.,                Cleveland Electric and Toledo Edison (Exhibit 10(b), Form S-4                File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10d(21)(a) | Form                of                Amendment No. 2 to Facility Lease among US West Financial Services,                Inc., Cleveland Electric and Toledo Edison (Exhibit 10(c),                Form S-4 File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10d(21)(b) | Form                of                Amendment No. 3 to Facility Lease among US West Financial Services,                Inc., Cleveland Electric and Toledo Edison (Exhibit 10(d),                Form S-4 File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10d(22)    | Form                of                Amendment No. 2 to Facility Lease among Midwest Power Company,                Cleveland Electric and Toledo Edison (Exhibit 10(e), Form S-4                File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10e(1)     | Centerior                Energy Corporation Equity Compensation Plan (Exhibit 99,                Form S-8,                File No. 33-59635).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

| ***3.*** | ***Exhibits                - The Cleveland Electric Illuminating Company                (CEI)*** |
|----------|--------------------------------------------------------------------------------------------------|

| 3a       | Amended                Articles of Incorporation of CEI, as amended, effective May 28, 1993                (Exhibit 3a, 1993 Form 10-K,                File No. 1-2323).                                                                                                                  |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                               |
| 3b       | Regulations                of                CEI, dated April 29, 1981, as amended effective October 1, 1988                and April 24, 1990 (Exhibit 3b, 1990 Form 10-K,                File No. 1-2323).                                                                    |
|     |                                                                                                                                                                                                                                                                                                               |
| 3c       | Amended                and                Restated Code of Regulations, dated March 15, 2002, incorporated                by                reference to Exhibit 3-2, 2001 Form 10-K, File No.                1-02323.                                                                                             |
|     |                                                                                                                                                                                                                                                                                                               |
| (B)4b(1) | Mortgage                and                Deed of Trust between CEI and Guaranty Trust Company of New York                (now The                Chase Manhattan Bank (National Association)), as Trustee, dated                July 1, 1940 (Exhibit 7(a),                File No. 2-4450). |
|     |                                                                                                                                                                                                                                                                                                               |
|     | Supplemental                Indentures between CEI and the Trustee, supplemental to                Exhibit 4b(1), dated as follows:                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                               |
| 4b(2)    | July 1,                1940 (Exhibit 7(b), File No. 2-4450).                                                                                                                                                                                                                                   |
| 4b(3)    | August 18,                1944 (Exhibit 4(c), File No. 2-9887).                                                                                                                                                                                                                                |
| 4b(4)    | December 1,                1947 (Exhibit 7(d), File No. 2-7306).                                                                                                                                                                                                                               |
| 4b(5)    | September 1,                1950 (Exhibit 7(c), File No. 2-8587).                                                                                                                                                                                                                              |
| 4b(6)    | June 1,                1951 (Exhibit 7(f), File No. 2-8994).                                                                                                                                                                                                                                   |
| 4b(7)    | May 1,                1954 (Exhibit 4(d), File No. 2-10830).                                                                                                                                                                                                                                   |
| 4b(8)    | March 1,                1958 (Exhibit 2(a)(4),                File No. 2-13839).                                                                                                                                                                                                               |
| 4b(9)    | April 1,                1959 (Exhibit 2(a)(4),                File No. 2-14753).                                                                                                                                                                                                               |
| 4b(10)   | December 20,                1967 (Exhibit 2(a)(4),                File No. 2-30759).                                                                                                                                                                                                           |
| 4b(11)   | January 15,                1969 (Exhibit 2(a)(5),                File No. 2-30759).                                                                                                                                                                                                            |
| 4b(12)   | November 1,                1969 (Exhibit 2(a)(4),                File No. 2-35008).                                                                                                                                                                                                            |
| 4b(13)   | June 1,                1970 (Exhibit 2(a)(4),                File No. 2-37235).                                                                                                                                                                                                                |
| 4b(14)   | November 15,                1970 (Exhibit 2(a)(4),                File No. 2-38460).                                                                                                                                                                                                           |
| 4b(15)   | May 1,                1974 (Exhibit 2(a)(4),                File No. 2-50537).                                                                                                                                                                                                                 |
| 4b(16)   | April 15,                1975 (Exhibit 2(a)(4),                File No. 2-52995).                                                                                                                                                                                                              |
| 4b(17)   | April 16,                1975 (Exhibit 2(a)(4),                File No. 2-53309).                                                                                                                                                                                                              |
| 4b(18)   | May 28,                1975 (Exhibit 2(c), June 5, 1975 Form 8-A,                File No. 1-2323).                                                                                                                                                                                   |
| 4b(19)   | February 1,                1976 (Exhibit 3(d)(6), 1975 Form 10 K,                File No. 1-2323).                                                                                                                                                                                        |

----

**EXHIBIT**

**NUMBER**

| 4b(20) | November 23,                1976 (Exhibit 2(a)(4),                File No. 2-57375).                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4b(21) | July 26,                1977 (Exhibit 2(a)(4),                File No. 2-59401).                                                             |
| 4b(22) | September 7,                1977 (Exhibit 2(a)(5),                File No. 2-67221).                                                         |
| 4b(23) | May 1,                1978 (Exhibit 2(b), June 30, 1978 Form 10-Q, File No.                1-2323).                                     |
| 4b(24) | September 1,                1979 (Exhibit 2(a), September 30, 1979 Form 10-Q,                File No. 1-2323).                     |
| 4b(25) | April 1,                1980 (Exhibit 4(a)(2), September 30, 1980 Form 10-Q,                File No. 1-2323).                      |
| 4b(26) | April 15,                1980 (Exhibit 4(b), September 30, 1980 Form 10-Q,                File No. 1-2323).                        |
| 4b(27) | May 28,                1980 (Exhibit 2(a)(4), Amendment No. 1,                File No. 2-67221).                                        |
| 4b(28) | June 9,                1980 (Exhibit 4(d), September 30, 1980 Form 10-Q,                File No. 1-2323).                          |
| 4b(29) | December 1,                1980 (Exhibit 4(b)(29), 1980 Form 10-K,                File No. 1-2323).                                     |
| 4b(30) | July 28,                1981 (Exhibit 4(a), September 30, 1981, Form 10-Q,                File No. 1-2323).                   |
| 4b(31) | August 1,                1981 (Exhibit 4(b), September 30, 1981, Form 10-Q,                File No. 1-2323).                       |
| 4b(32) | March 1,                1982 (Exhibit 4(b)(3), Amendment No. 1,                File No. 2-76029).                                            |
| 4b(33) | July 15,                1982 (Exhibit 4(a), September 30, 1982 Form 10-Q,                File No. 1-2323).                              |
| 4b(34) | September 1,                1982 (Exhibit 4(a)(1), September 30, 1982 Form 10-Q,                File No. 1-2323).                  |
| 4b(35) | November 1,                1982 (Exhibit (a)(2), September 30, 1982 Form 10-Q,                File No. 1-2323).                    |
| 4b(36) | November 15,                1982 (Exhibit 4(b)(36), 1982 Form 10-K,                File No. 1-2323).                                    |
| 4b(37) | May 24,                1983 (Exhibit 4(a), June 30, 1983 Form 10-Q, File                No. 1-2323).                                    |
| 4b(38) | May 1,                1984 (Exhibit 4, June 30, 1984 Form 10-Q,                File No. 1-2323).                                   |
| 4b(39) | May 23,                1984 (Exhibit 4, May 22, 1984 Form 8-K,                File No. 1-2323).                                    |
| 4b(40) | June 27,                1984 (Exhibit 4, June 11, 1984 Form 8-K,                File No. 1-2323).                                  |
| 4b(41) | September 4,                1984 (Exhibit 4b(41), 1984 Form 10-K,                File No. 1-2323).                                      |
| 4b(42) | November 14,                1984 (Exhibit 4b(42), 1984 Form 10 K,                File No. 1-2323).                                 |
| 4b(43) | November 15,                1984 (Exhibit 4b(43), 1984 Form 10-K,                File No. 1-2323).                                      |
| 4b(44) | April 15,                1985 (Exhibit 4(a), May 8, 1985 Form 8-K,                File No. 1-2323).                                |
| 4b(45) | May 28,                1985 (Exhibit 4(b), May 8, 1985 Form 8-K,                File No. 1-2323).                                  |
| 4b(46) | August 1,                1985 (Exhibit 4, September 30, 1985 Form 10-Q,                File No. 1-2323).                           |
| 4b(47) | September 1,                1985 (Exhibit 4, September 30, 1985 Form 8-K,                File No. 1-2323).                         |
| 4b(48) | November 1,                1985 (Exhibit 4, January 31, 1986 Form 8-K,                File No. 1-2323).                            |
| 4b(49) | April 15,                1986 (Exhibit 4, March 31, 1986 Form 10-Q,                File No. 1-2323).                               |
| 4b(50) | May 14,                1986 (Exhibit 4(a), June 30, 1986 Form 10-Q,                File No. 1-2323).                               |
| 4b(51) | May 15,                1986 (Exhibit 4(b), June 30, 1986 Form 10-Q,                File No. 1-2323).                               |
| 4b(52) | February 25,                1987 (Exhibit 4b(52), 1986 Form 10-K,                File No. 1-2323).                                      |
| 4b(53) | October 15,                1987 (Exhibit 4, September 30, 1987 Form 10-Q, File                No. 1-2323).                                   |
| 4b(54) | February 24,                1988 (Exhibit 4b(54), 1987 Form 10-K,                File No. 1-2323).                                      |
| 4b(55) | September 15,                1988 (Exhibit 4b(55), 1988 Form 10-K,                File No. 1-2323).                                     |
| 4b(56) | May 15,                1989 (Exhibit 4(a)(2)(i),                File No. 33-32724).                                                          |
| 4b(57) | June 13,                1989 (Exhibit 4(a)(2)(ii),                File No. 33-32724).                                                        |
| 4b(58) | October 15,                1989 (Exhibit 4(a)(2)(iii),                File No. 33-32724).                                                    |
| 4b(59) | January 1,                1990 (Exhibit 4b(59), 1989 Form 10-K,                File No. 1-2323).                                        |
| 4b(60) | June 1,                1990 (Exhibit 4(a). September 30, 1990 Form 10-Q,                File No. 1-2323).                          |
| 4b(61) | August 1,                1990 (Exhibit 4(b), September 30, 1990 Form 10-Q,                File No. 1-2323).                        |
| 4b(62) | May 1,                1991 (Exhibit 4(a), June 30, 1991 Form 10-Q,                File No. 1-2323).                                |
| 4b(63) | May 1,                1992 (Exhibit 4(a)(3),                File No. 33-48845).                                                              |
| 4b(64) | July 31,                1992 (Exhibit 4(a)(3),                File No. 33-57292).                                                            |
| 4b(65) | January 1,                1993 (Exhibit 4b(65), 1992 Form 10-K,                File No. 1-2323).                                        |
| 4b(66) | February 1,                1993 (Exhibit 4b(66), 1992 Form 10-K,                File No. 1-2323).                                       |
| 4b(67) | May 20,                1993 (Exhibit 4(a), July 14, 1993 Form 8-K,                File No. 1-2323).                                |
| 4b(68) | June 1,                1993 (Exhibit 4(b), July 14, 1993 Form 8-K,                File No. 1-2323).                                |
| 4b(69) | September 15,                1994 (Exhibit 4(a), September 30, 1994 Form 10-Q,                File No. 1-2323).                    |
| 4b(70) | May 1,                1995 (Exhibit 4(a), September 30, 1995 Form 10-Q,                File No. 1-2323).                           |
| 4b(71) | May 2,                1995 (Exhibit 4(b), September 30, 1995 Form 10-Q,                File No. 1-2323).                           |
| 4b(72) | June 1,                1995 (Exhibit 4(c), September 30, 1995 Form 10-Q,                File No. 1-2323).                          |
| 4b(73) | July 15,                1995 (Exhibit 4b(73), 1995 Form 10-K,                File No. 1-2323).                                          |
| 4b(74) | August 1,                1995 (Exhibit 4b(74), 1995 Form 10-K,                File No. 1-2323).                                         |
| 4b(75) | June 15,                1997 (Exhibit 4(a), Form S-4 File No. 333-35931, filed                by Cleveland Electric and Toledo Edison). |
| 4b(76) | October 15,                1997 (Exhibit 4(a), Form S-4 File No. 333-47651, filed                by Cleveland Electric).                |
| 4b(77) | June 1,                1998 (Exhibit 4b(77), Form S-4                File No. 333-72891).                                               |
| 4b(78) | October 1,                1998 (Exhibit 4b(78), Form S-4                File No. 333-72891).                                            |
| 4b(79) | October 1,                1998 (Exhibit 4b(79), Form S-4                File No. 333-72891).                                            |
| 4b(80) | February 24,                1999 (Exhibit 4b(80), Form S-4                File No. 333-72891).                                          |
| 4b(81) | September 29,                1999. (Exhibit 4b(81), 1999 Form 10-K, File No.                1-2323).                                                        |
| 4b(82) | January 15,                2000. (Exhibit 4b(82), 1999 Form 10-K, File No.                1-2323).                                                          |

----

**EXHIBIT**

**NUMBER**

| 4b(83)   | May                15, 2002                (Exhibit 4b(83), 2002 Form 10-K, File No. 1-2323).                                                                                                                                                                                                                                                                                                                                   |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4b(84)   | October                1,                2002 (Exhibit 4b(84), 2002 Form 10-K, File No. 1-2323).                                                                                                                                                                                                                                                                                                                                |
| 4b(85)   | Supplemental                Indenture dated as of September 1, 2004 (Exhibit 4-1(85), September                2004                10-Q, File No. 1-2323).                                                                                                                                                                                                                                                                      |
| 4b(86)   | Supplemental                Indenture dated as of October 1, 2004 (Exhibit 4-1(86), September                2004                10-Q, File No. 1-2323).                                                                                                                                                                                                                                                                        |
| 4b(87)   | Supplemental                Indenture dated as of April 1, 2005 (Exhibit 4.1, June 2005 10-Q,                File No.                1-2323)                                                                                                                                                                                                                                                                                    |
| 4b(88)   | Supplemental                Indenture dated as of July 1, 2005 (Exhibit 4.2, June 2005 10-Q,                File No.                1-2323)                                                                                                                                                                                                                                                                                     |
| 4d       | Form                of Note                Indenture between Cleveland Electric and The Chase Manhattan Bank,                as                Trustee dated as of October 24, 1997 (Exhibit 4(b),                Form S-4 File No. 333-47651, filed by Cleveland                Electric).                                                                                                                 |
| 4d(1)    | Form                of                Supplemental Note Indenture between Cleveland Electric and The Chase                Manhattan Bank, as Trustee dated as of October 24, 1997                (Exhibit 4(c), Form S-4 File No. 333-47651, filed by                Cleveland Electric).                                                                                                                   |
| 4-1      | Indenture                dated as of December 1, 2003 between CEI and JPMorgan Chase Bank,                as                Trustee, Incorporated by reference to Exhibit 4-8, 2003 Annual Report                on                Form 10-K, SEC File No. 1-02323.                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-1     | Administration                Agreement between the CAPCO Group dated as of September 14, 1967.                (Registration No. 2-43102, Exhibit 5(c)(2).)                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-2     | Amendment                No. 1 dated January 4, 1974 to Administration Agreement between                the CAPCO Group dated as of September 14, 1967. (Registration                No. 2-68906, Exhibit 5(c)(3).)                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-3     | Transmission                Facilities Agreement between the CAPCO Group dated as of                September 14, 1967. (Registration No. 2-43102,                Exhibit 5(c)(3).)                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-4     | Amendment                No. 1 dated as of January 1, 1993 to Transmission Facilities                Agreement between the CAPCO Group dated as of September 14, 1967.                (1993 Form 10-K, Exhibit 10-4.)                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-5     | Agreement                for                the Termination or Construction of Certain Agreements effective                September 1, 1980, October 15, 1997 (Exhibit 4(a),                Form S-4 File No. 333-47651, filed by Cleveland                Electric).                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-6     | Electric                Power                Supply Agreement, between the Cleveland Electric Illuminating Company,                Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison                Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy Services                Corp.), dated January 1, 2001. (Filed as Ohio Edison Exhibit 10-145                in                2004 Form 10-K) |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-7     | Revised                Electric Power Supply Agreement, between FirstEnergy Solutions Corp.,                the                Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania                Power Company, and the Toledo Edison Company, dated October 1, 2003.                (Filed as Ohio Edison Exhibit 10-146 in 2004 Form 10-K)                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-8     | Master                Facility Lease, between Ohio Edison Company, Pennsylvania Power Company,                the Cleveland Electric Illuminating Company, the Toledo Edison Company,                and FirstEnergy Generation Corp., dated January 1, 2001. (Filed as                Ohio                Edison Exhibit 10-147 in 2004 Form 10-K)                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-9     | CEI                Nuclear                Purchase and Sale Agreement by and between The Cleveland Electric                Illuminating Company and FirstEnergy Nuclear Generation Corp. (June                2005                10-Q, Exhibit 10.1)                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-10    | CEI                Fossil                Purchase and Sale Agreement by and between The Cleveland Electric                Illuminating Company (Seller) and FirstEnergy Generation Corp.                (Purchaser). (June 2005 10-Q, Exhibit 10.2)                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (A)10-11 | Nuclear                Sale/Leaseback Power Supply Agreement dated as of October 14, 2005                between                Ohio Edison Company and The Toledo Edison Company (Sellers) and                FirstEnergy Nuclear Generation Corp.                (Buyer)                                                                                                                                                      |

----

**EXHIBIT**

**NUMBER**

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (A)10-12 | Power                Supply                Agreement dated as of October 31, 2005 between FirstEnergy Solutions                Corp.                (Seller) and the FirstEnergy Operating Companies - OE, CEI and TE                (Buyers)                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (A)10-13 | Mansfield                Power Supply Agreement dated as of October 14, 2005 between The Cleveland                Electric Illuminating Company and The Toledo Edison Company (Sellers)                and                FirstEnergy Generation Corp. (Buyer)                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (A)12.3  | Consolidated                fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (A)13.2  | CEI                2005                Annual Report to Stockholders. (Only those portions expressly incorporated                by reference in this Form 10-K are to be deemed “filed” with the                SEC.)                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (A)21.2  | List                of                Subsidiaries of the Registrant at December 31,                2005.                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (A)      | Provided                herein in electronic format as an exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (B)      | Pursuant                to                paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, CEI has not                filed as an exhibit to this Form 10-K any instrument with respect                to                long-term debt if the total amount of securities authorized thereunder                does not exceed 10% of the total assets of CEI, but hereby agrees                to                furnish to the Commission on request any such                instruments. |

| **3.** | ***Exhibits                  - The Toledo Edison Company                  (TE)*** |
|--------|-----------------------------------------------------------------------------------|

| 3a       | Amended                  Articles of Incorporation of TE, as amended effective October 2, 1992                  (Exhibit 3a, 1992 Form 10-K, File                  No. 1-3583).                                                            |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                           |
| 3b       | Amended                  and                  Restated Code of Regulations, dated March 15, 2002. (2001 Form                  10-K,                  Exhibit 3b)                                                                                               |
|     |                                                                                                                                                                                                                                                           |
| (B)4b(1) | Indenture,                  dated as of April 1, 1947, between TE and The Chase National Bank of                  the City of New York (now The Chase Manhattan Bank (National Association))                  (Exhibit 2(b), File No. 2-26908). |
| 4b(2)    | September 1,                  1948 (Exhibit 2(d), File No. 2-26908).                                                                                                                                                                       |
| 4b(3)    | April 1,                  1949 (Exhibit 2(e), File No. 2-26908).                                                                                                                                                                           |
| 4b(4)    | December 1,                  1950 (Exhibit 2(f), File No. 2-26908).                                                                                                                                                                        |
| 4b(5)    | March 1,                  1954 (Exhibit 2(g), File No. 2-26908).                                                                                                                                                                           |
| 4b(6)    | February 1,                  1956 (Exhibit 2(h), File No. 2-26908).                                                                                                                                                                        |
| 4b(7)    | May 1,                  1958 (Exhibit 5(g), File No. 2-59794).                                                                                                                                                                             |
| 4b(8)    | August 1,                  1967 (Exhibit 2(c), File No. 2-26908).                                                                                                                                                                          |
| 4b(9)    | November 1,                  1970 (Exhibit 2(c), File No. 2-38569).                                                                                                                                                                        |
| 4b(10)   | August 1,                  1972 (Exhibit 2(c), File No. 2-44873).                                                                                                                                                                          |
| 4b(11)   | November 1,                  1973 (Exhibit 2(c), File No. 2-49428).                                                                                                                                                                        |
| 4b(12)   | July 1,                  1974 (Exhibit 2(c), File No. 2-51429).                                                                                                                                                                                 |
| 4b(13)   | October 1,                  1975 (Exhibit 2(c), File No. 2-54627).                                                                                                                                                                         |
| 4b(14)   | June 1,                  1976 (Exhibit 2(c), File No. 2-56396).                                                                                                                                                                            |
| 4b(15)   | October 1,                  1978 (Exhibit 2(c), File No. 2-62568).                                                                                                                                                                         |
| 4b(16)   | September 1,                  1979 (Exhibit 2(c), File No. 2-65350).                                                                                                                                                                       |
| 4b(17)   | September 1,                  1980 (Exhibit 4(s), File No. 2-69190).                                                                                                                                                                       |
| 4b(18)   | October 1,                  1980 (Exhibit 4(c), File No. 2-69190).                                                                                                                                                                         |
| 4b(19)   | April 1,                  1981 (Exhibit 4(c), File No. 2-71580).                                                                                                                                                                           |
| 4b(20)   | November 1,                  1981 (Exhibit 4(c), File No. 2-74485).                                                                                                                                                                        |
| 4b(21)   | June 1,                  1982 (Exhibit 4(c), File No. 2-77763).                                                                                                                                                                            |
| 4b(22)   | September 1,                  1982 (Exhibit 4(x), File No. 2-87323).                                                                                                                                                                       |
| 4b(23)   | April 1,                  1983 (Exhibit 4(c), March 31, 1983, Form 10-Q,                  File No. 1-3583).                                                                                                                      |
| 4b(24)   | December 1,                  1983 (Exhibit 4(x), 1983 Form 10-K,                  File No. 1-3583).                                                                                                                                   |
| 4b(25)   | April 1,                  1984 (Exhibit 4(c), File No. 2-90059).                                                                                                                                                                           |
| 4b(26)   | October 15,                  1984 (Exhibit 4(z), 1984 Form 10-K,                  File No. 1-3583).                                                                                                                                   |
| 4b(27)   | October 15,                  1984 (Exhibit 4(aa), 1984 Form 10-K,                  File No. 1-3583).                                                                                                                                  |
| 4b(28)   | August 1,                  1985 (Exhibit 4(dd), File No. 33-1689).                                                                                                                                                                         |
| 4b(29)   | August 1,                  1985 (Exhibit 4(ee), File No. 33-1689).                                                                                                                                                                         |
| 4b(30)   | December 1,                  1985 (Exhibit 4(c), File No. 33-1689).                                                                                                                                                                        |
| 4b(31)   | March 1,                  1986 (Exhibit 4b(31), 1986 Form 10-K,                  File No. 1-3583).                                                                                                                                    |
| 4b(32)   | October 15,                  1987 (Exhibit 4, September 30, 1987 Form 10-Q,                  File No. 1-3583).                                                                                                                   |

----

**EXHIBIT**

**NUMBER**

| 4b(33)                                                           | September 15,                  1988 (Exhibit 4b(33), 1988 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                             |
|------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4b(34)                                                           | June 15,                  1989 (Exhibit 4b(34), 1989 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                  |
| 4b(35)                                                           | October 15,                  1989 (Exhibit 4b(35), 1989 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                               |
| 4b(36)                                                           | May 15,                  1990 (Exhibit 4, June 30, 1990 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                          |
| 4b(37)                                                           | March 1,                  1991 (Exhibit 4(b), June 30, 1991 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                      |
| 4b(38)                                                           | May 1,                  1992 (Exhibit 4(a)(3),                  File No. 33-48844).                                                                                                                                                                                                                                                                                                                                      |
| 4b(39)                                                           | August 1,                  1992 (Exhibit 4b(39), 1992 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                 |
| 4b(40)                                                           | October 1,                  1992 (Exhibit 4b(40), 1992 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                |
| 4b(41)                                                           | January 1,                  1993 (Exhibit 4b(41), 1992 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                |
| 4b(42)                                                           | September 15,                  1994 (Exhibit 4(b), September 30, 1994 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                            |
| 4b(43)                                                           | May 1,                  1995 (Exhibit 4(d), September 30, 1995 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                   |
| 4b(44)                                                           | June 1,                  1995 (Exhibit 4(e), September 30, 1995 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                  |
| 4b(45)                                                           | July 14,                  1995 (Exhibit 4(f), September 30, 1995 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                 |
| 4b(46)                                                           | July 15,                  1995 (Exhibit 4(g), September 30, 1995 Form 10-Q,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                 |
| 4b(47)                                                           | August 1,                  1997 (Exhibit 4b(47), 1998 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                 |
| 4b(48)                                                           | June 1,                  1998 (Exhibit 4b (48), 1998 Form 10-K,                  File No. 1-3583).                                                                                                                                                                                                                                                                                                                  |
| 4b(49)                                                           | January 15,                  2000 (Exhibit 4b(49), 1999 Form 10-K, File                  No. 1-3583).                                                                                                                                                                                                                                                                                                                              |
| 4b(50)                                                           | May 1,                  2000 (Exhibit 4b(50), 2000 Form 10-K, File No. 1-3583).                                                                                                                                                                                                                                                                                                                                                         |
| 4b(51)                                                           | September                  1,                  2000 (Exhibit 4b(51), 2002 Form 10-K, File No. 1-3583).                                                                                                                                                                                                                                                                                                                                       |
| 4b(52)                                                           | October                  1,                  2002 (Exhibit 4b(52), 2002 Form 10-K, File No. 1-3583).                                                                                                                                                                                                                                                                                                                                         |
| 4b(53)                                                           | April                  1, 2003                  (Exhibit 4b(53).                                                                                                                                                                                                                                                                                                                                                                             |
| 4b(55)                                                           | April                  1, 2005                  (Exhibit 4.1, June 2005 10-Q, File No. 1-3583).                                                                                                                                                                                                                                                                                                                                              |
| 10-1                                                             | Electric                  Power                  Supply Agreement, between the Cleveland Electric Illuminating Company,                  Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison                  Company, and First Energy Solutions Corp. (f.k.a. FirstEnergy Services                  Corp.), dated January 1, 2001.(Filed as Ohio Edison Exhibit 10-145                  in 2004                  Form 10-K) |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          10-2 | Revised                  Electric Power Supply Agreement, between FirstEnergy Solutions                  Corp., the                  Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania                  Power Company, and the Toledo Edison Company, dated October 1,                  2003.                  (Filed as Ohio Edison Exhibit 10-146 in 2004 Form 10-K)                                              |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          10-3 | Master                  Facility Lease, between Ohio Edison Company, Pennsylvania Power                  Company,                  the Cleveland Electric Illuminating Company, the Toledo Edison                  Company,                  and FirstEnergy Generation Corp., dated January 1, 2001. (Filed                  as Ohio                  Edison Exhibit 10-147 in 2004 Form 10-K)                                              |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          10-4 | TE                  Nuclear                  Purchase and Sale Agreement by and between The Toledo Edison Company                  (Seller) and FirstEnergy Nuclear Generation Corp. (Purchaser).                  (June 2005                  10-Q, Exhibit 10.1)                                                                                                                                                                           |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          10-5 | TE                  Fossil                  Purchase and Sale Agreement by and between The Toledo Edison Company                  (Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005                  10-Q,                  Exhibit 10.2)                                                                                                                                                                                    |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)10-6                                                          | Nuclear                  Sale/Leaseback Power Supply Agreement dated as of October 14, 2005                  between                  Ohio Edison Company and The Toledo Edison Company (Sellers) and                  FirstEnergy Nuclear Generation Corp. (Buyer)                                                                                                                                                                          |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)10-7                                                          | Power                  Supply                  Agreement dated as of October 31, 2005 between FirstEnergy Solutions                  Corp.                  (Seller) and the FirstEnergy Operating Companies - OE, CEI and                  TE                  (Buyers)                                                                                                                                                                     |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)10-8                                                          | Mansfield                  Power Supply Agreement dated as of October 14, 2005 between The                  Cleveland                  Electric Illuminating Company and The Toledo Edison Company (Sellers)                  and                  FirstEnergy Generation Corp. (Buyer)                                                                                                                                                      |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)12.4                                                          | Consolidated                  fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)13.3                                                          | TE                  2005 Annual                  Report to Stockholders. (Only those portions expressly incorporated                  by                  reference in this Form 10-K are to be deemed “filed” with the                  SEC.)                                                                                                                                                                              |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)21.3                                                          | List                  of                  Subsidiaries of the Registrant at December 31,                  2005.                                                                                                                                                                                                                                                                                                                         |
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)                                                              | Provided                  herein in electronic format as an                  exhibit.                                                                                                                                                                                                                                                                                                                                                        |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (B)    | Pursuant                to                paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, TE has not                filed                as an exhibit to this Form 10-K any instrument with respect to                long-term debt if the total amount of securities authorized thereunder                does not exceed 10% of the total assets of TE, but hereby agrees                to                furnish to the Commission on request any such                instruments. |

***3.***
***Exhibits      - Jersey Central Power & Light Company      (JCP&L)***

| 3-A    | Restated                Certificate of Incorporation of JCP&L, as amended - Incorporated by                reference to Exhibit 3-A, 1990 Annual Report on Form 10-K, SEC File                No.                1-3141.                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3-A-1  | Certificate                of                Amendment to Restated Certificate of Incorporation of JCP&L, dated                June 19, 1992 - Incorporated by reference to Exhibit A-2(a), Certificate                Pursuant to Rule 24, SEC File No. 70-7949.                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3-A-2  | Certificate                of                Amendment to Restated Certificate of Incorporation of JCP&L, dated                June 19, 1992 - Incorporated by reference to Exhibit A-2(a)(i),                Certificate Pursuant to Rule 24, SEC File No. 70-7949.                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3-B    | By-Laws                of                JCP&L, as amended May 25, 1993 - Incorporated by reference to Exhibit                3-B, 1993 Annual Report on Form 10-K, SEC File No.                1-3141.                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A    | Indenture                of                JCP&L, dated March 1, 1946, between JCP&L and United States                Trust Company of New York, Successor Trustee, as amended and supplemented                by eight supplemental indentures dated December 1, 1948 through June                1,                1960 - Incorporated by reference to JCP&L’s Instruments of                Indebtedness Nos. 1 to 7, inclusive, and 9 and 10 filed as part of                Amendment No. 1 to 1959 Annual Report of GPU on Form U5S, SEC File                Nos.                30-126 and 1-3292. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-1  | Ninth                Supplemental Indenture of JCP&L, dated November 1, 1962 - Incorporated                by reference to Exhibit 2-C, Registration No. 2-20732.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-2  | Tenth                Supplemental Indenture of JCP&L, dated October 1, 1963 - Incorporated                by reference to Exhibit 2-C, Registration No. 2-21645.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-3  | Eleventh                Supplemental Indenture of JCP&L, dated October 1, 1964 - Incorporated                by reference to Exhibit 5-A-3, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-4  | Twelfth                Supplemental Indenture of JCP&L, dated November 1, 1965 - Incorporated                by reference to Exhibit 5-A-4, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-5  | Thirteenth                Supplemental Indenture of JCP&L, dated August 1, 1966 - Incorporated                by reference to Exhibit 4-C, Registration No. 2-25124.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-6  | Fourteenth                Supplemental Indenture of JCP&L, dated September 1, 1967 -                Incorporated by reference to Exhibit 5-A-6, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-7  | Fifteenth                Supplemental Indenture of JCP&L, dated October 1, 1968 - Incorporated                by reference to Exhibit 5-A-7, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-8  | Sixteenth                Supplemental Indenture of JCP&L, dated October 1, 1969 - Incorporated                by reference to Exhibit 5-A-8, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-9  | Seventeenth                Supplemental Indenture of JCP&L, dated June 1, 1970 - Incorporated by                reference to Exhibit 5-A-9, Registration No. 2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-10 | Eighteenth                Supplemental Indenture of JCP&L, dated December 1, 1970 - Incorporated                by reference to Exhibit 5-A-10, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-11 | Nineteenth                Supplemental Indenture of JCP&L, dated February 1, 1971 - Incorporated                by reference to Exhibit 5-A-11, Registration No.                2-59785.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-A-12 | Twentieth                Supplemental Indenture of JCP&L, dated November 1, 1971 - Incorporated                by reference to Exhibit 5-A-12, Registration No.                2-59875.                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

**EXHIBIT**

**NUMBER**

|   |                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4-A-13 | Twenty-first                Supplemental Indenture of JCP&L, dated August 1, 1972 - Incorporated                by reference to Exhibit 5-A-13, Registration No.                2-59785.                                                   |
|   |                                                                                                                                                                                                                                           |
| 4-A-14 | Twenty-second                Supplemental Indenture of JCP&L, dated August 1, 1973 - Incorporated                by reference to Exhibit 5-A-14, Registration No.                2-59785.                                                  |
|   |                                                                                                                                                                                                                                           |
| 4-A-15 | Twenty-third                Supplemental Indenture of JCP&L, dated October 1, 1973 - Incorporated                by reference to Exhibit 5-A-15, Registration No.                2-59785.                                                  |
|   |                                                                                                                                                                                                                                           |
| 4-A-16 | Twenty-fourth                Supplemental Indenture of JCP&L, dated December 1, 1973 - Incorporated                by reference to Exhibit 5-A-16, Registration No.                2-59785.                                                |
|   |                                                                                                                                                                                                                                           |
| 4-A-17 | Twenty-fifth                Supplemental Indenture of JCP&L, dated November 1, 1974 - Incorporated                by reference to Exhibit 5-A-17, Registration No.                2-59785.                                                 |
|   |                                                                                                                                                                                                                                           |
| 4-A-18 | Twenty-sixth                Supplemental Indenture of JCP&L, dated March 1, 1975 - Incorporated by                reference to Exhibit 5-A-18, Registration No. 2-59785.                                                                   |
|   |                                                                                                                                                                                                                                           |
| 4-A-19 | Twenty-seventh                Supplemental Indenture of JCP&L, dated July 1, 1975 - Incorporated by                reference to Exhibit 5-A-19, Registration No. 2-59785.                                                                  |
|   |                                                                                                                                                                                                                                           |
| 4-A-20 | Twenty-eighth                Supplemental Indenture of JCP&L, dated October 1, 1975 - Incorporated                by reference to Exhibit 5-A-20, Registration No.                2-59785.                                                 |
|   |                                                                                                                                                                                                                                           |
| 4-A-21 | Twenty-ninth                Supplemental Indenture of JCP&L, dated February 1, 1976 - Incorporated                by reference to Exhibit 5-A-21, Registration No.                2-59785.                                                 |
|   |                                                                                                                                                                                                                                           |
| 4-A-22 | Supplemental                Indenture No. 29A of JCP&L, dated May 31, 1976 - Incorporated by                reference to Exhibit 5-A-22, Registration No. 2-59785.                                                                         |
|   |                                                                                                                                                                                                                                           |
| 4-A-23 | Thirtieth                Supplemental Indenture of JCP&L, dated June 1, 1976 - Incorporated by                reference to Exhibit 5-A-23, Registration No. 2-59785.                                                                       |
|   |                                                                                                                                                                                                                                           |
| 4-A-24 | Thirty-first                Supplemental Indenture of JCP&L, dated May 1, 1977 - Incorporated by                reference to Exhibit 5-A-24, Registration No. 2-59785.                                                                     |
|   |                                                                                                                                                                                                                                           |
| 4-A-25 | Thirty-second                Supplemental Indenture of JCP&L, dated January 20, 1978 - Incorporated                by reference to Exhibit 5-A-25, Registration No.                2-60438.                                                |
|   |                                                                                                                                                                                                                                           |
| 4-A-26 | Thirty-third                Supplemental Indenture of JCP&L, dated January 1, 1979 - Incorporated                by reference to Exhibit A-20(b), Certificate Pursuant to Rule 24,                SEC File                No. 70-6242.     |
|   |                                                                                                                                                                                                                                           |
| 4-A-27 | Thirty-fourth                Supplemental Indenture of JCP&L, dated June 1, 1979 - Incorporated by                reference to Exhibit A-28, Certificate Pursuant to Rule 24, SEC File                No.                70-6290.          |
|   |                                                                                                                                                                                                                                           |
| 4-A-28 | Thirty-sixth                Supplemental Indenture of JCP&L, dated October 1, 1979 - Incorporated                by reference to Exhibit A-30, Certificate Pursuant to Rule 24, SEC                File                No. 70-6354.        |
|   |                                                                                                                                                                                                                                           |
| 4-A-29 | Thirty-seventh                Supplemental Indenture of JCP&L, dated September 1, 1984 -                Incorporated by reference to Exhibit A-1(cc), Certificate Pursuant                to Rule                24, SEC File No. 70-7001. |
|   |                                                                                                                                                                                                                                           |
| 4-A-30 | Thirty-eighth                Supplemental Indenture of JCP&L, dated July 1, 1985 - Incorporated by                reference to Exhibit A-1(dd), Certificate Pursuant to Rule 24, SEC                File                No. 70-7109.       |
|   |                                                                                                                                                                                                                                           |
| 4-A-31 | Thirty-ninth                Supplemental Indenture of JCP&L, dated April 1, 1988 - Incorporated by                reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, SEC                File No.                70-7263.        |
|   |                                                                                                                                                                                                                                           |
| 4-A-32 | Fortieth                Supplemental Indenture of JCP&L, dated June 14, 1988 - Incorporated by                reference to Exhibit A-1(ff), Certificate Pursuant to Rule 24, SEC                File                No. 70-7603.           |
|   |                                                                                                                                                                                                                                           |
| 4-A-33 | Forty-first                Supplemental Indenture of JCP&L, dated April 1, 1989 - Incorporated by                reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, SEC                File                No. 70-7603.        |

----

**EXHIBIT**

**NUMBER**

|    |                                                                                                                                                                                                                                                                |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4-A-34  | Forty-second                Supplemental Indenture of JCP&L, dated July 1, 1989 - Incorporated by                reference to Exhibit A-1(hh), Certificate Pursuant to Rule 24, SEC                File                No. 70-7603.                             |
|    |                                                                                                                                                                                                                                                                |
| 4-A-35  | Forty-third                Supplemental Indenture of JCP&L, dated March 1, 1991 - Incorporated by                reference to Exhibit 4-A-35, Registration No. 33-45314.                                                                                        |
|    |                                                                                                                                                                                                                                                                |
| 4-A-36  | Forty-fourth                Supplemental Indenture of JCP&L, dated March 1, 1992 - Incorporated by                reference to Exhibit 4-A-36, Registration No. 33-49405.                                                                                       |
|    |                                                                                                                                                                                                                                                                |
| 4-A-37  | Forty-fifth                Supplemental Indenture of JCP&L, dated October 1, 1992 - Incorporated                by reference to Exhibit 4-A-37, Registration No.                33-49405.                                                                       |
|    |                                                                                                                                                                                                                                                                |
| 4-A-38  | Forty-sixth                Supplemental Indenture of JCP&L, dated April 1, 1993 - Incorporated by                reference to Exhibit C-15, 1992 Annual Report of GPU on Form U5S,                SEC File                No. 30-126.                           |
|    |                                                                                                                                                                                                                                                                |
| 4-A-39  | Forty-seventh                Supplemental Indenture of JCP&L, dated April 10, 1993 - Incorporated                by reference to Exhibit C-16, 1992 Annual Report of GPU on Form U5S,                SEC                File No. 30-126.                        |
|    |                                                                                                                                                                                                                                                                |
| 4-A-40  | Forty-eighth                Supplemental Indenture of JCP&L, dated April 15, 1993 - Incorporated                by reference to Exhibit C-17, 1992 Annual Report of GPU on Form U5S,                SEC                File No. 30-126.                         |
|    |                                                                                                                                                                                                                                                                |
| 4-A-41  | Forty-ninth                Supplemental Indenture of JCP&L, dated October 1, 1993 - Incorporated                by reference to Exhibit C-18, 1993 Annual Report of GPU on Form U5S,                SEC                File No. 30-126.                         |
|    |                                                                                                                                                                                                                                                                |
| 4-A-42  | Fiftieth                Supplemental Indenture of JCP&L, dated August 1, 1994 - Incorporated                by reference to Exhibit C-19, 1994 Annual Report of GPU on Form U5S,                SEC                File No. 30-126.                             |
|    |                                                                                                                                                                                                                                                                |
| 4-A-43  | Fifty-first                Supplemental Indenture of JCP&L, dated August 15, 1996 - Incorporated                by reference to Exhibit 4-A-43, 1996 Annual Report on Form 10-K,                SEC File                No. 1-6047.                             |
|    |                                                                                                                                                                                                                                                                |
| 4-A-44  | Fifty-second                Supplemental Indenture of JCP&L, dated July 1, 1999 - Incorporated by                reference to Exhibit 4-B-44, Registration No.                333-88783.                                                                        |
|    |                                                                                                                                                                                                                                                                |
| 4-A-45  | Fifty-third                Supplemental Indenture of JCP&L, dated November 1, 1999 - Incorporated                by reference to Exhibit 4-A-45, 1999 Annual Report on Form 10-K,                SEC File                No. 1-3141.                            |
|    |                                                                                                                                                                                                                                                                |
| 4-A-46  | Subordinated                Debenture Indenture of JCP&L, dated May 1, 1995 - Incorporated by                reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, SEC                File No.                70-8495.                                  |
|    |                                                                                                                                                                                                                                                                |
| 4-A-47  | Fifty-fourth                Supplemental Indenture of JCP&L, dated May 1, 2001, Incorporated by                reference to Exhibit 4-4, 2001 Annual Report on Form 10-K, SEC File                No.                1-3141.                                    |
|    |                                                                                                                                                                                                                                                                |
| 4-A-48  | Fifty-fifth                Supplemental Indenture of JCP&L, dated April 23, 2004. (2004 Form                10-K, Exhibit 4-A-48).                                                                                                                              |
|    |                                                                                                                                                                                                                                                                |
| 4-D     | Amended                and                Restated Limited Partnership Agreement of JCP&L Capital, L.P., dated                May 11, 1995 - Incorporated by reference to Exhibit A-5(a), Certificate                Pursuant to Rule 24, SEC File No. 70-8495. |
|    |                                                                                                                                                                                                                                                                |
| 4-E     | Action                Creating Series A Preferred Securities of JCP&L Capital, L.P., dated                May 11, 1995 - Incorporated by reference to Exhibit A-6(a), Certificate                Pursuant to Rule 24, SEC File No. 70-8495.                     |
|    |                                                                                                                                                                                                                                                                |
| 4-F     | Payment                and                Guarantee Agreement of JCP&L, dated May 18, 1995 - Incorporated by                reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC                File No.                70-8495.                   |
|    |                                                                                                                                                                                                                                                                |
| (A)12.6 | Consolidated                fixed charge ratios.                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                |
| (A)13.5 | JCP&L                2005                Annual Report to Stockholders (Only those portions expressly incorporated                by reference in this Form 10-K are to be deemed “filed” with                SEC.)                                 |
|    |                                                                                                                                                                                                                                                                |
| (A)21.5 | List                of                Subsidiaries of JCP&L at December 31, 2005.                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                |

----

**EXHIBIT**

**NUMBER**

| (A)31.3 | Certification                of chief executive officer, as adopted pursuant to Rule                13a-15(e)/15d-15(e).                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                   |
| (A)32.2 | Certification                of chief executive officer and chief financial officer, pursuant                to 18                U.S.C. Section 1350. |
|    |                                                                                                                                                   |
| (A)     | Provided                herein electronic format as an                exhibit.                                                                         |

**3.      Exhibits      - Metropolitan Edison Company (Met-Ed)**

| 3-C    | Restated                Articles of Incorporation of Met-Ed, dated March 8, 1999 - Incorporated                by                reference to Exhibit 3-E, 1999 Annual Report on Form 10-K, SEC File                No.                1-446.                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3-D    | By-Laws                of                Met-Ed as amended May 16, 2000, Incorporated by reference to Exhibit                3-F,                2000 Annual Report on Form 10-K, SEC File No. 1-06047.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B    | Indenture                of                Met-Ed, dated November 1, 1944, between Met-Ed and United States                Trust                Company of New York, Successor Trustee, as amended and supplemented                by                fourteen supplemental indentures dated February 1, 1947 through May                1,                1960 - Incorporated by reference to Met-Ed’s Instruments of Indebtedness                Nos. 1 to 14 inclusive, and 16, filed as part of Amendment No. 1                to 1959                Annual Report of GPU on Form U5S, SEC File Nos. 30-126 and                1-3292. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-1  | Supplemental                Indenture of Met-Ed, dated December 1, 1962 - Incorporated by reference                to                Exhibit 2-E(1), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-2  | Supplemental                Indenture of Met-Ed, dated March 20, 1964 - Incorporated by reference                to                Exhibit 2-E(2), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-3  | Supplemental                Indenture of Met-Ed, dated July 1, 1965 - Incorporated by reference                to                Exhibit 2-E(3), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-4  | Supplemental                Indenture of Met-Ed, dated June 1, 1966 - Incorporated by reference                to                Exhibit 2-B-4, Registration No. 2-24883.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-5  | Supplemental                Indenture of Met-Ed, dated March 22, 1968 - Incorporated by reference                to                Exhibit 4-C-5, Registration No. 2-29644.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-6  | Supplemental                Indenture of Met-Ed, dated September 1, 1968 - Incorporated by reference                to Exhibit 2-E(6), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-7  | Supplemental                Indenture of Met-Ed, dated August 1, 1969 - Incorporated by reference                to                Exhibit 2-E(7), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-8  | Supplemental                Indenture of Met-Ed, dated November 1, 1971 - Incorporated by reference                to                Exhibit 2-E(8), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-9  | Supplemental                Indenture of Met-Ed, dated May 1, 1972 - Incorporated by reference                to                Exhibit 2-E(9), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-10 | Supplemental                Indenture of Met-Ed, dated December 1, 1973 - Incorporated by reference                to                Exhibit 2-E(10), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-11 | Supplemental                Indenture of Met-Ed, dated October 30, 1974 - Incorporated by reference                to                Exhibit 2-E(11), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-12 | Supplemental                Indenture of Met-Ed, dated October 31, 1974 - Incorporated by reference                to                Exhibit 2-E(12), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-13 | Supplemental                Indenture of Met-Ed, dated March 20, 1975 - Incorporated by reference                to                Exhibit 2-E(13), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4-B-14 | Supplemental                Indenture of Met-Ed, dated September 25, 1975 - Incorporated by reference                to Exhibit 2-E(15), Registration No. 2-59678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

----

**EXHIBIT**

**NUMBER**

| 4-B-15 | Supplemental                Indenture of Met-Ed, dated January 12, 1976 - Incorporated by reference                to                Exhibit 2-E(16), Registration No. 2-59678.                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                        |
| 4-B-16 | Supplemental                Indenture of Met-Ed, dated March 1, 1976 - Incorporated by reference                to                Exhibit 2-E(17), Registration No. 2-59678.                                                                |
|   |                                                                                                                                                                                                                                        |
| 4-B-17 | Supplemental                Indenture of Met-Ed, dated September 28, 1977 - Incorporated by reference                to Exhibit 2-E(18), Registration No. 2-62212.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-18 | Supplemental                Indenture of Met-Ed, dated January 1, 1978 - Incorporated by reference                to                Exhibit 2-E(19), Registration No. 2-62212.                                                              |
|   |                                                                                                                                                                                                                                        |
| 4-B-19 | Supplemental                Indenture of Met-Ed, dated September 1, 1978 - Incorporated by reference                to Exhibit 4-A(19), Registration No. 33-48937.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-20 | Supplemental                Indenture of Met-Ed, dated June 1, 1979 - Incorporated by reference                to                Exhibit 4-A(20), Registration No. 33-48937.                                                                |
|   |                                                                                                                                                                                                                                        |
| 4-B-21 | Supplemental                Indenture of Met-Ed, dated January 1, 1980 - Incorporated by reference                to                Exhibit 4-A(21), Registration No. 33-48937.                                                             |
|   |                                                                                                                                                                                                                                        |
| 4-B-22 | Supplemental                Indenture of Met-Ed, dated September 1, 1981 - Incorporated by reference                to Exhibit 4-A(22), Registration No. 33-48937.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-23 | Supplemental                Indenture of Met-Ed, dated September 10, 1981 - Incorporated by reference                to Exhibit 4-A(23), Registration No. 33-48937.                                                                         |
|   |                                                                                                                                                                                                                                        |
| 4-B-24 | Supplemental                Indenture of Met-Ed, dated December 1, 1982 - Incorporated by reference                to                Exhibit 4-A(24), Registration No. 33-48937.                                                            |
|   |                                                                                                                                                                                                                                        |
| 4-B-25 | Supplemental                Indenture of Met-Ed, dated September 1, 1983 - Incorporated by reference                to Exhibit 4-A(25), Registration No. 33-48937.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-26 | Supplemental                Indenture of Met-Ed, dated September 1, 1984 - Incorporated by reference                to Exhibit 4-A(26), Registration No. 33-48937.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-27 | Supplemental                Indenture of Met-Ed, dated March 1, 1985 - Incorporated by reference                to                Exhibit 4-A(27), Registration No. 33-48937.                                                               |
|   |                                                                                                                                                                                                                                        |
| 4-B-28 | Supplemental                Indenture of Met-Ed, dated September 1, 1985 - Incorporated by reference                to Exhibit 4-A(28), Registration No. 33-48937.                                                                          |
|   |                                                                                                                                                                                                                                        |
| 4-B-29 | Supplemental                Indenture of Met-Ed, dated June 1, 1988 - Incorporated by reference                to                Exhibit 4-A(29), Registration No. 33-48937.                                                                |
|   |                                                                                                                                                                                                                                        |
| 4-B-30 | Supplemental                Indenture of Met-Ed, dated April 1, 1990 - Incorporated by reference                to                Exhibit 4-A(30), Registration No. 33-48937.                                                               |
|   |                                                                                                                                                                                                                                        |
| 4-B-31 | Amendment                dated May 22, 1990 to Supplemental Indenture of Met-Ed, dated April                1,                1990 - Incorporated by reference to Exhibit 4-A(31), Registration                No.                33-48937. |
|   |                                                                                                                                                                                                                                        |
| 4-B-32 | Supplemental                Indenture of Met-Ed, dated September 1, 1992 - Incorporated by reference                to Exhibit 4-A(32)(a), Registration No. 33-48937.                                                                       |
|   |                                                                                                                                                                                                                                        |
| 4-B-33 | Supplemental                Indenture of Met-Ed, dated December 1, 1993 - Incorporated by reference                to                Exhibit C-58, 1993 Annual Report of GPU on Form U5S, SEC File No.                30-126.               |
|   |                                                                                                                                                                                                                                        |
| 4-B-34 | Supplemental                Indenture of Met-Ed, dated July 15, 1995 - Incorporated by reference                to                Exhibit 4-B-35, 1995 Annual Report on Form 10-K, SEC File No.                1-446.                       |
|   |                                                                                                                                                                                                                                        |
| 4-B-35 | Supplemental                Indenture of Met-Ed, dated August 15, 1996 - Incorporated by reference                to                Exhibit 4-B-35, 1996 Annual Report on Form 10-K, SEC File No. 1-446.                                    |
|   |                                                                                                                                                                                                                                        |

----

**EXHIBIT**

**NUMBER**

| 4-B-36                  | Supplemental                Indenture of Met-Ed, dated May 1, 1997 - Incorporated by reference                to                Exhibit 4-B-36, 1997 Annual Report on Form 10-K, SEC File No.                1-446.                                                                                                  |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-37                  | Supplemental                Indenture of Met-Ed, dated July 1, 1999 - Incorporated by reference                to                Exhibit 4-B-38, 1999 Annual Report on Form 10-K, SEC File No.                1-446.                                                                                                 |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-38                  | Indenture                between Met-Ed and United States Trust Company of New York, dated                May 1,                1999 - Incorporated by reference to Exhibit A-11(a), Certificate                Pursuant                to Rule 24, SEC File No. 70-9329.                                            |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-39                  | Senior                Note                Indenture between Met-Ed and United States Trust Company of New York,                dated July 1, 1999 Incorporated by reference to Exhibit C-154 to                GPU,                Inc.’s Annual Report on Form U5S for the year 1999, SEC File No. 30-126.    |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-40                  | First                Supplemental Indenture between Met-Ed and United States Trust Company                of                New York, dated August 1, 2000 - Incorporated by reference to Exhibit                4-A,                June 30, 2000 Quarterly Report on Form 10-Q, SEC File No.                1-446. |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-41                  | Supplemental                Indenture of Met-Ed, dated May 1, 2001 - Incorporated by reference                to                Exhibit 4-5, 2001 Annual Report on Form 10-K, SEC File No.                1-446.                                                                                                     |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-B-42                  | Supplemental                Indenture of Met-Ed, dated March 1,2003 - Incorporated by reference                to                Exhibit 4-10, 2003 Annual Report on Form 10-K, SEC File No.                1-446.                                                                                                   |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-G                     | Payment                and                Guarantee Agreement of Met-Ed, dated May 28, 1999 - Incorporated                by                reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC                No.                70-9329.                                                             |
|                    |                                                                                                                                                                                                                                                                                                                 |
| 4-H                     | Amendment                No.                1 to Payment and Guarantee Agreement of Met-Ed, dated November 23,                1999 -                Incorporated by reference to Exhibit 4-H, 1999 Annual Report on Form                10-K,                SEC File No. 1-446.                                     |
|                    |                                                                                                                                                                                                                                                                                                                 |
| (A)                12.7 | Consolidated                fixed charge ratios.                                                                                                                                                                                                                                                                     |
|                    |                                                                                                                                                                                                                                                                                                                 |
| (A)                13.6 | Met-Ed                2005                Annual Report to Stockholders (Only those portions expressly incorporated                by reference in this Form 10-K are to be deemed “filed” with                SEC.)                                                                                     |
|                    |                                                                                                                                                                                                                                                                                                                 |
| (A)                21.6 | List                of                Subsidiaries of Met-Ed at December 31, 2005.                                                                                                                                                                                                                                   |
|                    |                                                                                                                                                                                                                                                                                                                 |
| (A)                     | Provided                herein electronic format as an exhibit.                                                                                                                                                                                                                                                      |
|                    |                                                                                                                                                                                                                                                                                                                 |

**3.      Exhibits      - Pennsylvania Electric Company (Penelec)**

| 3-E    | Restated                Articles of Incorporation of Penelec, dated March 8, 1999 - Incorporated                by reference to Exhibit 3-G, 1999 Annual Report on Form 10-K, SEC                File No.                1-3522.                                                                                                                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3-F    | By-Laws                of                Penelec as amended May 16, 2000, Incorporated by reference to Exhibit                3-F,                2000 Annual Report on Form 10-K, SEC File No. 1-03522.                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4-C    | Mortgage                and                Deed of Trust of Penelec, dated January 1, 1942, between Penelec                and United States Trust Company of New York, Successor Trustee, and                indentures supplemental thereto dated March 7, 1942 through May 1,                1960 -                Incorporated by reference to Penelec’s Instruments of Indebtedness Nos.                1-20, inclusive, filed as a part of Amendment No. 1 to 1959 Annual                Report                of GPU on Form U5S, SEC File Nos. 30-126 and 1-3292. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4-C-1  | Supplemental                Indentures to Mortgage and Deed of Trust of Penelec, dated May 1,                1961                through December 1, 1977 - Incorporated by reference to Exhibit 2-D(1)                to                2-D(19), Registration No. 2-61502.                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4-C-2  | Supplemental                Indenture of Penelec, dated June 1, 1978 - Incorporated by reference                to                Exhibit 4-A(2), Registration No. 33-49669.                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4-C-3  | Supplemental                Indenture of Penelec, dated June 1, 1979 - Incorporated by reference                to                Exhibit 4-A(3), Registration No.                33-49669.                                                                                                                                                                                                                                                                                                                                                                                               |

----

**EXHIBIT**

**NUMBER**

|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4-C-4                   | Supplemental                Indenture of Penelec, dated September 1, 1984 - Incorporated by reference                to Exhibit 4-A(4), Registration No. 33-49669.                                                                                                                                                                                                                           |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-5                   | Supplemental                Indenture of Penelec, dated December 1, 1985 - Incorporated by reference                to Exhibit 4-A(5), Registration No. 33-49669.                                                                                                                                                                                                                            |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-6                   | Supplemental                Indenture of Penelec, dated December 1, 1986 - Incorporated by reference                to Exhibit 4-A(6), Registration No. 33-49669.                                                                                                                                                                                                                            |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-7                   | Supplemental                Indenture of Penelec, dated May 1, 1989 - Incorporated by reference                to                Exhibit 4-A(7), Registration No. 33-49669.                                                                                                                                                                                                                  |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-8                   | Supplemental                Indenture of Penelec, dated December 1, 1990-Incorporated by reference                to                Exhibit 4-A(8), Registration No. 33-45312.                                                                                                                                                                                                               |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-9                   | Supplemental                Indenture of Penelec, dated March 1, 1992 - Incorporated by reference                to                Exhibit 4-A(9), Registration No. 33-45312.                                                                                                                                                                                                                |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-10                  | Supplemental                Indenture of Penelec, dated June 1, 1993 - Incorporated by reference                to                Exhibit C-73, 1993 Annual Report of GPU on Form U5S, SEC File No.                30-126.                                                                                                                                                                   |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-11                  | Supplemental                Indenture of Penelec, dated November 1, 1995 - Incorporated by reference                to Exhibit 4-C-11, 1995 Annual Report on Form 10-K, SEC File No.                1-3522.                                                                                                                                                                                  |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-12                  | Supplemental                Indenture of Penelec, dated August 15, 1996 - Incorporated by reference                to                Exhibit 4-C-12, 1996 Annual Report on Form 10-K, SEC File No.                1-3522.                                                                                                                                                                    |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-13                  | Senior                Note                Indenture between Penelec and United States Trust Company of New                York,                dated April 1, 1999 - Incorporated by reference to Exhibit 4-C-13,                1999                Annual Report on Form 10-K, SEC File No. 1-3522.                                                                                        |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-14                  | Supplemental                Indenture of Penelec, dated May 1, 2001.                                                                                                                                                                                                                                                                                                                         |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-C-15                  | Supplemental                Indenture No. 1 of Penelec, dated May 1, 2001.                                                                                                                                                                                                                                                                                                                   |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-I                     | Payment                and                Guarantee Agreement of Penelec, dated June 16, 1999 - Incorporated                by                reference to Exhibit B-1(a), Certificate Pursuant to Rule 24, SEC                File No.                70-9327.                                                                                                                              |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 4-J                     | Amendment                No.                1 to Payment and Guarantee Agreement of Penelec, dated November 23,                1999 -                Incorporated by reference to Exhibit 4-J, 1999 Annual Report on Form                10-K,                SEC File No. 1-3522.                                                                                                           |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1                    | Term                Loan                Agreement, dated as of March 15, 2005, among Pennsylvania Electric                Company, Union Bank of California, N.A., as Administrative Agent,                Lead                Arranger and Lender, and National City Bank as Arranger, Syndication                Agent                and Lender. (March 18, 2005 Form 8-K, Exhibit 10.1). |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)12.8                 | Consolidated                fixed charge ratios.                                                                                                                                                                                                                                                                                                                                             |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)13.7                 | Penelec                2005                Annual Report to Stockholders (Only those portions expressly incorporated                by reference in this Form 10-K are to be deemed “filed” with                SEC.)                                                                                                                                                            |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)                21.7 | List                of                Subsidiaries of Penelec at December 31, 2005.                                                                                                                                                                                                                                                                                                          |
|                    |                                                                                                                                                                                                                                                                                                                                                                                         |
| (A)                23.3 | Consent                of                Independent Registered Public Accounting Firm-                Penelec.                                                                                                                                                                                                                                                                              |

----

**EXHIBIT**

**NUMBER**

|   |                                                                            |
|--------|---------------------------------------------------------------------------------|
| (A)    | Provided                here                in electronic format as an exhibit. |

**3.      Exhibits      - Common Exhibits for Met-Ed and Penelec**

| 10-1   | First                Amendment to Restated Partial Requirements Agreement, between Met-Ed,                Penelec, and FES, dated January 1, 2003. (2004 Form 10-K, Exhibit                10-1). |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                              |
| 10-2   | Notice                of                Termination Tolling Agreement, Restated Partial Requirements Agreement                (September 2005 10-Q, Exhibit 10.1).                                |
|   |                                                                                                                                                                                              |
| (A)    | Provided                here                in electronic format as an exhibit.                                                                                                                   |
|   |                                                                                                                                                                                              |

**3.        Exhibits        - Common Exhibits for FirstEnergy, OE, Penn, CEI, TE, JCP&L, Met-Ed and        Penelec**

| 10-1   | $2,000,000,000                  Credit Agreement dated as of June 14, 2005 among FirstEnergy Corp.,                  FirstEnergy Solutions Corp., American Transmission Systems, Incorporated,                  Ohio Edison Company, Pennsylvania Power Company, The Cleveland                  Electric                  Illuminating Company, The Toledo Edison Company, Jersey Central                  Power                  & Light Company, Metropolitan Edison Company and Pennsylvania Electric                  Company, as Borrowers, Citigroup Global Markets Inc., and Barclays                  Capital                  as Joint Lead Arrangers, Barclays Bank plc, as Syndication Agent,                  JPMorgan                  Chase Bank, N.A., Key Bank, National Association, and Wachovia                  Bank, N.A.,                  as Co-Documentation Agents, and Citicorp USA, Inc. as Administrative                  Agent, and the banks named therein. (Form 8-K dated June 16, 2005,                  Exhibit                  10.1) |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**Report      of      Independent **
**Registered      Public Accounting Firm**

**on**

**Financial      Statement Schedules**

** **

----

**                                                                                                SCHEDULE      II**

**FIRSTENERGY      CORP.**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                                |   |                                                                                                                                                                                                              |    | **Additions**                |   |                        |   |   |    |           |   |   |   |
|-----------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|------------------------------|--------|-----------------------------|--------|--------|---------|----------------|--------|--------|--------|
|                                                |   |                                                                                                                                                                                                              |    |                         |   | **Charged**                 |   |   |    |           |   |   |   |   |   |
|                                                |   | **Beginning**                                                                                                                                                                                                     |    | **Charged**                  |   | **to                Other** |   |   |    |           |   |   |   | **Ending** |   |
| **Description**                                     |   | **Balance**                                                                                                                                                                                                       |    | **to                Income** |   | **Accounts**                |   |   |    | **Deductions** |   |   |   | **Balance** |   |
|                                                |   | ***                            (In                Thousands)***  |    |
| **Year                Ended December 31, 2005**     |   |                                                                                                                                                                                                              |    |                         |   |                        |   |   |    |           |   |   |   |   |   |
|                                                |   |                                                                                                                                                                                                              |    |                         |   |                        |   |   |    |           |   |   |   |   |   |
| Accumulated                provision for            |   |                                                                                                                                                                                                              |    |                         |   |                        |   |   |    |           |   |   |   |   |   |
| uncollectible                accounts - customers   |   | $                                                                                                                                                                                                                 | 34,476  |                         | $      | 52,653                      |   | $      | 33,216  | (a)            |   |   |   | $ | 82,612 | (b) |   |   |   | $ | 37,733 |   |
|                     - other     |   | $                                                                                                                                                                                                                 | 26,069  |                         | $      | (49                         | )      | $      | 11,098  | (a)            |   |   |   | $ | 10,552 | (b) |   |   |   | $ | 26,566 |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Loss                carryforward                    |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| tax                valuation                reserve |   | $                                                                                                                                                                                                                 | 419,978 |                         | $      | (4,758                      | )      | $      | (13,078 | )              |   |   |   | $ | -- |   |   |  |   | $ | 402,142 |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| **Year                Ended December 31, 2004:**    |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Accumulated                provision for            |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| uncollectible                accounts - customers   |   | $                                                                                                                                                                                                                 | 50,247  |                         | $      | 38,492                      |   | $      | 22,102  | (a)            |   |   |   | $ | 76,365 | (b) |   |   |   | $ | 34,476 |   |
|  -                other                        |   | $                                                                                                                                                                                                                 | 18,283  |                         | $      | 1,038                       |   | $      | 15,836  | (a)            |   |   |   | $ | 9,087 | (b) |   |   |   | $ | 26,070 |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Loss                carryforward                    |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| tax                valuation                reserve |   | $                                                                                                                                                                                                                 | 470,813 |                         | $      | (34,803                     | )      | $      | (16,032 | )              |   |   |   | $ | -- |   |   |  |   | $ | 419,978 |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| **Year                Ended December 31, 2003:**    |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Accumulated                provision for            |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| uncollectible                accounts - customers   |   | $                                                                                                                                                                                                                 | 52,514  |                         | $      | 63,535                      |   | $      | 15,966  | (a)            |   |   |   | $ | 81,768 | (b) |   |   |   | $ | 50,247 |   |
|  -                other                        |   | $                                                                                                                                                                                                                 | 12,851  |                         | $      | 6,516                       |   | $      | 10,002  | (a)            |   |   |   | $ | 11,086 | (b) |   |   |   | $ | 18,283 |   |
|                                                |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Loss                carryforward                    |   |                                                                                                                                                                                                              |         |                         |   |                             |   |   |         |           |   |        |   |   |  |   |   |  |   |   |  |   |
| tax                valuation                reserve |   | $                                                                                                                                                                                                                 | 482,061 |                         | $      | 29,575                      |   | $      | 50,503  |           |   |        |   | $ | 91,326 |  (c) |   |   |   | $ | 470,813 |   |

----

**SCHEDULE      II**

**OHIO      EDISON      COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                                                                                                                                                        |   | **Additions**                |   |                        |   |   |   |           |   |   |   |
|---------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|--------|----------------|--------|--------|--------|
|                                              |   |                                                                                                                                                        |   |                         |   | **Charged**                 |   |   |   |           |   |   |   |   |   |
|                                              |   | **Beginning**                                                                                                                                               |   | **Charged**                  |   | **to                Other** |   |   |   |           |   |   |   | **Ending** |   |
| **Description**                                   |   | **Balance**                                                                                                                                                 |   | **to                Income** |   | **Accounts**                |   |   |   | **Deductions** |   |   |   | **Balance** |   |
|                                              |   | ***                    (In                thousands)*** |   |
| **Year                Ended December 31, 2005:**  |   |                                                                                                                                                        |   |                         |   |                        |   |   |   |           |   |   |   |   |   |
|                                              |   |                                                                                                                                                        |   |                         |   |                        |   |   |   |           |   |   |   |   |   |
| Accumulated                provision for          |   |                                                                                                                                                        |   |                         |   |                        |   |   |   |           |   |   |   |   |   |
| uncollectible                accounts - customers |   | $                                                                                                                                                           | 6,302  |                         | $      | 17,250                      |   | $      | 8,548  | (a)            |   |   |   | $ | 24,481 | (b) |   |   |   | $ | 7,619 |   |
|                     - other   |   | $                                                                                                                                                           | 64     |                         | $      | 182                         |   | $      | 90     | (a)            |   |   |   | $ | 332 | (b) |   |   |   | $ | 4 |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Accumulated                provision for          |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| uncollectible                accounts - customers |   | $                                                                                                                                                           | 8,747  |                         | $      | 17,477                      |   | $      | 7,275  | (a)            |   |   |   | $ | 27,197 | (b) |   |   |   | $ | 6,302 |   |
|                     - other   |   | $                                                                                                                                                           | 2,282  |                         | $      | 376                         |   | $      | 215    | (a)            |   |   |   | $ | 2,809 | (b) |   |   |   | $ | 64 |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
|                                              |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| Accumulated                provision for          |   |                                                                                                                                                        |        |                         |   |                             |   |   |        |           |   |        |   |   |  |   |   |  |   |   |  |   |
| uncollectible                accounts - customers |   | $                                                                                                                                                           | 5,240  |                         | $      | 18,157                      |   | $      | 4,384  | (a)            |   |   |   | $ | 19,034 | (b) |   |   |   | $ | 8,747 |   |
|                     - other   |   | $                                                                                                                                                           | 1,000  |                         | $      | 1,282                       |   | $      | --     |           |   |        |   | $ | -- |   |   |  |   | $ | 2,282 |   |

----

**SCHEDULE      II**

**THE      CLEVELAND ELECTRIC ILLUMINATING COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                              |   | **Additions**                |   |                        |   |   |           |                    |   |
|---------------------------------------------------|--------|-----------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|-------------------------|--------|
|                                              |   |                              |   |                         |   | **Charged**                 |   |   |           |                    |   |   |   |
|                                              |   | **Beginning**                     |   | **Charged**                  |   | **to                Other** |   |   |           |                    |   | **Ending** |   |
| **Description**                                   |   | **Balance**                       |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |                    |   | **Balance** |   |
|                                              |   | **(In                thousands)** |   |
| **Year                Ended December 31, 2005:**  |   |                              |   |                         |   |                        |   |   |           |                    |   |   |   |
|                                              |   |                              |   |                         |   |                        |   |   |           |                    |   |   |   |
| Accumulated                provision for          |   |                              |   |                         |   |                        |   |   |           |                    |   |   |   |
| uncollectible                accounts - customers |   | $                                 | --     |                         | $      | 12,238                      |   | $      | 13,704         |                (a) |   |   | $ | 20,762 | (b) |   |   | $ | 5,180 |   |
|     -                other    |   | $                                 | 293    |                         | $      | 92                          |   | $      | (12            | )(a)                    |   |   | $ | 373 | (b) |   |   | $ | -- |   |
|                                              |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts             |   | $                                 | 1,765  |                         | $      | (1,181                      | )      | $      | 12             |                (a) |   |   | $ | 303 | (b) |   |   | $ | 293 |   |
|                                              |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                              |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts             |   | $                                 | 1,015  |                         | $      | 765                         |   | $      | --             |                    |   |  | $ | 15 | (b) |   |   | $ | 1,765 |   |

**_______________**

----

**SCHEDULE      II**

**THE      TOLEDO      EDISON COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                             |   |                                |   | **Additions**                |   |                        |   |   |           |                    |   |
|--------------------------------------------------|--------|-------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|-------------------------|--------|
|                                             |   |                                |   |                         |   | **Charged**                 |   |   |           |                    |   |   |   |
|                                             |   | **Beginning**                       |   | **Charged**                  |   | **to                Other** |   |   |           |                    |   | **Ending** |   |
| **Description**                                  |   | **Balance**                         |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |                    |   | **Balance** |   |
|                                             |   | ***(In                thousands)*** |   |
| **Year                Ended December 31, 2005:** |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
|                                             |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
| Accumulated                provision for         |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
| uncollectible                accounts            |   | $                                   | 2      |                         | $      | --                          |   | $      | (2             | )(a)                    |   |   | $ | -- |   |   |   | $ | -- |   |
|                                             |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:** |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                             |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for         |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts            |   | $                                   | 34     |                         | $      | (33                         | )      | $      | 2              |                (a) |   |   | $ | 1 | (b) |   |   | $ | 2 |   |
|                                             |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:** |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                             |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for         |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts            |   | $                                   | 2      |                         | $      | 1,160                       |   | $      | 712            |                (a) |   |   | $ | 1,840 | (b) |   |   | $ | 34 |   |

----

**SCHEDULE      II**

**PENNSYLVANIA      POWER COMPANY**

**VALUATION      AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                                |   | **Additions**                |   |                        |   |   |           |                          |   |
|---------------------------------------------------|--------|-------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|-------------------------------|--------|
|                                              |   |                                |   |                         |   | **Charged**                 |   |   |           |                          |   |   |   |
|                                              |   | **Beginning**                       |   | **Charged**                  |   | **to                Other** |   |   |           |                          |   | **Ending** |   |
| **Description**                                   |   | **Balance**                         |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |                          |   | **Balance** |   |
|                                              |   | ***(In                thousands)*** |   |
| **Year                Ended December 31, 2005:**  |   |                                |   |                         |   |                        |   |   |           |                          |   |   |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |                          |   |   |   |
| Accumulated                provision for          |   |                                |   |                         |   |                        |   |   |           |                          |   |   |   |
| uncollectible                accounts - customers |   | $                                   | 888    |                         | $      | 2,927                       |   | $      | 878            |                 (a) |   |   | $ | 3,606 | (b) |   |   | $ | 1,087 |   |
|     -                other    |   | $                                   | 6      |                         | $      | 2                           |   | $      | (4             |  )              (a)      |   |   | $ | 4 | (b) |   |   | $ | -- |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 769    |                         | $      | 2,467                       |   | $      | 1,002          |                 (a) |   |  | $ | 3,350 | (b) |   |   | $ | 888 |   |
|  -                other                      |   | $                                   | 102    |                         | $      | (93                         | )      | $      | 13             |                 (a) |   |   | $ | 16 | (b) |   |   | $ | 6 |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |                          |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 702    |                         | $      | 1,931                       |   | $      | 664            |                 (a) |   |   | $ | 2,528 | (b) |   |   | $ | 769 |   |
|     -                other    |   | $                                   | --     |                         | $      | 102                         |   | $      | --             |                          |   |  | $ | -- |   |   |  | $ | 102 |   |

----

**SCHEDULE      II**

**JERSEY      CENTRAL POWER & LIGHT COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                                |   | **Additions**                |   |                        |   |   |           |                    |   |
|---------------------------------------------------|--------|-------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|-------------------------|--------|
|                                              |   |                                |   |                         |   | **Charged**                 |   |   |           |                    |   |   |   |
|                                              |   | **Beginning**                       |   | **Charged**                  |   | **to                Other** |   |   |           |                    |   | **Ending** |   |
| **Description**                                   |   | **Balance**                         |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |                    |   | **Balance** |   |
|                                              |   | ***(In                thousands)*** |   |
| **Year                Ended December 31, 2005:**  |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
| Accumulated                provision for          |   |                                |   |                         |   |                        |   |   |           |                    |   |   |   |
| uncollectible                accounts - customers |   | $                                   | 3,881  |                         | $      | 5,997                       |   | $      | 2,783          |                (a) |   |   | $ | 8,831 | (b) |   |   | $ | 3,830 |   |
|                     - other   |   | $                                   | 162    |                         | $      | 112                         |   | $      | 949            |                (a) |   |   | $ | 1,019 | (b) |   |   | $ | 204 |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 4,296  |                         | $      | 6,515                       |   | $      | 3,664          |                (a) |   |   | $ | 10,594 | (b) |   |   | $ | 3,881 |   |
|                     - other   |   | $                                   | 1,183  |                         | $      | (111                        | )      | $      | (354           |  )(a)              |   |   | $ | 556 | (b) |   |   | $ | 162 |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |                    |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 4,509  |                         | $      | 7,867                       |   | $      | 2,991          |                (a) |   |   | $ | 11,071 | (b) |   |   | $ | 4,296 |   |
|                     - other   |   | $                                   | --     |                         | $      | 1,183                       |   | $      | --             |                    |   |  | $ | -- |   |   |  | $ | 1,183 |   |

----

**SCHEDULE      II**

**METROPOLITAN      EDISON COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                                |   | **Additions**                |   |                        |   |   |           |   |   |
|---------------------------------------------------|--------|-------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|--------|--------|
|                                              |   |                                |   |                         |   | **Charged**                 |   |   |           |   |   |   |   |
|                                              |   | **Beginning**                       |   | **Charged**                  |   | **to                Other** |   |   |           |   |   | **Ending** |   |
| **Description**                                   |   | **Balance**                         |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |   |   | **Balance** |   |
|                                              |   | ***(In                thousands)*** |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| **Year                Ended December 31, 2005:**  |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| Accumulated                provision for          |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| uncollectible                accounts - customers |   | $                                   | 4,578  |                         | $      | 8,704                       |   | $      | 3,503          | (a)    |   |   | $ | 12,433 | (b) |   |   | $ | 4,352 |   |
|  -                other                      |   | $                                   | --     |                         | $      | --                          |   | $      | --             |   |   |  | $ | -- |   |   |  | $ | -- |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 4,943  |                         | $      | 7,841                       |   | $      | 5,128          | (a)    |   |   | $ | 13,334 | (b) |   |   | $ | 4,578 |   |
|  -                other                      |   | $                                   | 68     |                         | $      | (68                         | )      | $      | --             |   |   |  | $ | -- |   |   |  | $ | -- |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 4,810  |                         | $      | 8,617                       |   | $      | 4,595          | (a)    |   |   | $ | 13,079 | (b) |   |   | $ | 4,943 |   |
|  -                other                      |   | $                                   | --     |                         | $      | 68                          |   | $      | --             |   |   |  | $ | -- |   |   |  | $ | 68 |   |

----

**SCHEDULE      II**

**PENNSYLVANIA      ELECTRIC COMPANY**

**CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS**

**FOR      THE      YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003**

|                                              |   |                                |   | **Additions**                |   |                        |   |   |           |   |   |
|---------------------------------------------------|--------|-------------------------------------|--------|------------------------------|--------|-----------------------------|--------|--------|----------------|--------|--------|
|                                              |   |                                |   |                         |   | **Charged**                 |   |   |           |   |   |   |   |
|                                              |   | **Beginning**                       |   | **Charged**                  |   | **to                Other** |   |   |           |   |   | **Ending** |   |
| **Description**                                   |   | **Balance**                         |   | **to                Income** |   | **Accounts**                |   |   | **Deductions** |   |   | **Balance** |   |
|                                              |   | ***(In                thousands)*** |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| **Year                Ended December 31, 2005:**  |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
|                                              |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| Accumulated                provision for          |   |                                |   |                         |   |                        |   |   |           |   |   |   |   |
| uncollectible                accounts - customers |   | $                                   | 4,712  |                         | $      | 8,464                       |   | $      | 3,296          | (a)    |   |   | $ | 12,288 | (b) |   |   | $ | 4,184 |   |
|  -                other                      |   | $                                   | 4      |                         | $      | 70                          |   | $      | 2              | (a)    |   |   | $ | 74 | (b) |   |   | $ | 2 |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2004:**  |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 5,833  |                         | $      | 5,977                       |   | $      | 5,351          | (a)    |   |   | $ | 12,449 | (b) |   |   | $ | 4,712 |   |
|  -                other                      |   | $                                   | 399    |                         | $      | (324                        | )      | $      | 24             | (a)    |   |   | $ | 95 | (b) |   |   | $ | 4 |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
|                                              |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| **Year                Ended December 31, 2003:**  |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| Accumulated                provision for          |   |                                |        |                         |   |                             |   |   |                |   |   |  |   |  |   |   |  |   |  |   |
| uncollectible                accounts - customers |   | $                                   | 6,216  |                         | $      | 9,287                       |   | $      | 3,995          | (a)    |   |   | $ | 13,665 | (b) |   |   | $ | 5,833 |   |
|  -                other                      |   | $                                   | --     |                         | $      | 399                         |   | $      | --             |   |   |   | $ | -- |   |   |  | $ | 399 |   |

----

**SIGNATURES**

|   | **FIRSTENERGY                CORP.**                                |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |
|   | BY: /s/Anthony                J.                Alexander      |
|   | Anthony                J.                Alexander                  |
|   | President                and                Chief Executive Officer |

----

**SIGNATURES**

|                                                                                |   |                                                                                                |
|-------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|
|                  /s/ George                M.                Smart        |   |  /s/ Anthony                J.                Alexander                                   |
| George                M.                Smart                                       |   |                       Anthony J. Alexander                            |
| Chairman                of                the Board                                 |   |                       President and Chief Executive Officer           |
|                                                                                |   |                       and Director (Principal Executive Officer)      |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Richard                H.                Marsh       |   |  /s/ Harvey                L.                Wagner                                       |
| Richard                H.                Marsh                                      |   |                       Harvey L. Wagner                                |
| Senior                Vice                President and Chief Financial             |   |                       Vice President, Controller and Chief Accounting |
| Officer                (Principal Financial Officer)                                |   |                       Officer (Principal Accounting Officer)          |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Paul                T.                Addison        |   |  /s/ Paul                J.                Powers                                         |
| Paul                T.                Addison                                       |   |                       Paul J. Powers                                  |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Carol                A.                Cartwright    |   |  /s/ Catherine                A.                Rein                                      |
| Carol                A.                Cartwright                                   |   |                       Catherine A. Rein                               |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ William                T.                Cottle      |   |  /s/ Robert                C.                Savage                                       |
| William                T.                Cottle                                     |   |                       Robert C. Savage                                |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Robert                B.                Heisler, Jr. |   |  /s/ Wes                M.                Taylor                                          |
| Robert                B.                Heisler, Jr.                                |   |                       Wes M. Taylor                                   |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Russell                W.                Maier       |   |  /s/ Jesse                T.                Williams, Sr.                                 |
| Russell                W.                Maier                                      |   |                       Jesse T. Williams, Sr.                          |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Ernest                J.                Novak, Jr.   |   |  /s/ Patricia                K.                Woolf                                      |
| Ernest                J.                Novak, Jr.                                  |   |                       Patricia K. Woolf                               |
| Director                                                                            |   |                       Director                                        |
|                                                                                |   |                                                                                                |
|                                                                                |   |                                                                                                |
|                  /s/ Robert                N.                Pokelwaldt   |   |                                                                                                |
| Robert                N.                Pokelwaldt                                  |   |                                                                                                |
| Director                                                                            |   |                                                                                                |
|                                                                                |   |                                                                                                |

----

**SIGNATURES**

|   | **OHIO                EDISON COMPANY**                               |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | BY: /s/ Anthony                J.                Alexander |
|   |      Anthony                J. Alexander    |
|   |                      President              |

|                  /s/ Anthony                J.                Alexander |   |  /s/ Richard                R.                Grigg                          |
|-----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
| Anthony                J.                Alexander                                |   |                       Richard R. Grigg                   |
| President                and                Director                              |   |                       Executive Vice President and Chief |
| (Principal                Executive Officer)                                      |   |                       Operating Officer and Director     |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                  /s/ Richard                H.                Marsh     |   |  /s/ Harvey                L.                Wagner                          |
| Richard                H.                Marsh                                    |   |                       Harvey L. Wagner                   |
| Senior                Vice                President and Chief                     |   |                       Vice President and Controller      |
| Financial                Officer and Director                                     |   |                       (Principal Accounting Officer)     |
| (Principal                Financial Officer)                                      |   |                                                                                   |

----

**SIGNATURES**

|   | **THE                CLEVELAND ELECTRIC ILLUMINATING COMPANY**       |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | BY: /s/ Anthony                J.                Alexander |
|   |      Anthony                J. Alexander    |
|   |                      President              |

|  /s/ Anthony                J.                Alexander                   |   |  /s/ Richard                R.                Grigg    |
|-------------------------------------------------------------------------------------|--------|------------------------------------------------------------------|
|                       Anthony J. Alexander            |   | Richard                R.                Grigg                   |
|                       President and Director          |   | Executive                Vice                President and Chief |
|                       (Principal Executive Officer)   |   | Operating                Officer and Director                    |
|                                                                                |   |                                                             |
|                                                                                |   |                                                             |
|                                                                                |   |                                                             |
|                                                                                |   |                                                             |
|  /s/ Richard                H.                Marsh                       |   |  /s/ Harvey                L.                Wagner    |
|                       Richard H. Marsh                |   | Harvey                L.                Wagner                   |
|                       Senior Vice President and Chief |   | Vice                President                and Controller      |
|                       Financial Officer and Director  |   | (Principal                Accounting Officer)                    |
|                       (Principal Financial Officer)   |   |                                                             |

----

**SIGNATURES**

|   | **THE                TOLEDO EDISON COMPANY**                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------|
|   |                                                                                                         |
|   |                                                                                                         |
|   | BY: /s/ Anthony                J.                Alexander                                         |
|   |                             Anthony J. Alexander |
|   |     President                                                                            |

|                  /s/ Anthony                J.                Alexander |   |                  /s/ Richard                R.                Grigg |
|-----------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|
| Anthony                J.                Alexander                                |   | Richard                R.                Grigg                                |
| President                and                Director                              |   | Executive                Vice                President and Chief              |
| (Principal                Executive Officer)                                      |   | Operating                Officer and Director                                 |
|                                                                              |   |                                                                          |
|                                                                              |   |                                                                          |
|                                                                              |   |                                                                          |
|                                                                              |   |                                                                          |
|                  /s/ Richard                H.                Marsh     |   |                  /s/ Harvey                L.                Wagner |
| Richard                H.                Marsh                                    |   | Harvey                L.                Wagner                                |
| Senior                Vice                President and Chief                     |   | Vice                President                and Controller                   |
| Financial                Officer and Director                                     |   | (Principal                Accounting Officer)                                 |
| (Principal                Financial Officer)                                      |   |                                                                          |

----

**SIGNATURES**

|   | **JERSEY                CENTRAL POWER & LIGHT COMPANY**       |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              |
|   | BY: /s/ Stephen                E.                Morgan |
|   |      Stephen                E. Morgan    |
|   |                      President           |

|                  /s/ Stephen                E.                Morgan                           |   |                  /s/ Richard                H.                Marsh                      |
|----------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
| Stephen                E.                Morgan                                                          |   | Richard                H.                Marsh                                                     |
| President                and                Director(Principal                Executive Officer)         |   | Senior                Vice                President and Chief                Financial Officer     |
|                                                                                                     |   | (Principal                Financial Officer)                                                       |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                  /s/ Harvey                L.                Wagner                            |   |                  /s/ Leila                L.                Vespoli                      |
| Harvey                L.                Wagner                                                           |   | Leila                L.                Vespoli                                                     |
| Vice                President                and Controller(Principal                Accounting Officer) |   | Senior                Vice                President andGeneral                Counsel and Director |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
| /                 s/ Bradley                S.                Ewing                            |   |                  /s/ Gelorma                E.                Persson                    |
| Bradley                S.                Ewing                                                           |   | Gelorma                E.                Persson                                                   |
| Director                                                                                                 |   | Director                                                                                           |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                  /s/ Charles                E.                Jones                            |   |                  /s/ Stanley                C. Van                Ness                   |
| Charles                E.                Jones                                                           |   | Stanley                C. Van                Ness                                                  |
| Director                                                                                                 |   | Director                                                                                           |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                                                                                                     |   |                                                                                               |
|                  /s/ Mark                A.                Julian                              |   |                                                                                               |
| Mark                A.                Julian                                                             |   |                                                                                               |
| Director                                                                                                 |   |                                                                                               |
|                                                                                                     |   |                                                                                               |

----

**SIGNATURES**

|   | **METROPOLITAN                EDISON COMPANY**                       |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | BY: /s/ Anthony                J.                Alexander |
|   |      Anthony                J. Alexander    |
|   |                      President              |

|                  /s/ Anthony                J.                Alexander |   |  /s/ Richard                R.                Grigg                          |
|-----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
| Anthony                J.                Alexander                                |   |                       Richard R. Grigg                   |
| President                and                Director                              |   |                       Executive Vice President and Chief |
| (Principal                Executive Officer)                                      |   |                       Operating Officer and Director     |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                  /s/ Richard                H.                Marsh     |   |  /s/ Harvey                L.                Wagner                          |
| Richard                H.                Marsh                                    |   |                       Harvey L. Wagner                   |
| Senior                Vice                President and Chief                     |   |                       Vice President and Controller      |
| Financial                Officer and Director                                     |   |                       (Principal Accounting Officer)     |
| (Principal                Financial Officer)                                      |   |                                                                                   |

----

**SIGNATURES**

|   | **PENNSYLVANIA                ELECTRIC COMPANY**                                                             |
|--------|--------------------------------------------------------------------------------------------------------------|
|   |                                                                                                         |
|   |                                                                                                         |
|   | BY: /s/ Anthony                J.                Alexander                                         |
|   |                             Anthony J. Alexander |
|   |     President                                                                            |

|                  /s/ Anthony                J.                Alexander |   |  /s/ Richard                R.                Grigg                          |
|-----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
| Anthony                J.                Alexander                                |   |                       Richard R. Grigg                   |
| President                and                Director                              |   |                       Executive Vice President and Chief |
| (Principal                Executive Officer)                                      |   |                       Operating Officer and Director     |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                  /s/ Richard                H.                Marsh     |   |  /s/ Harvey                L.                Wagner                          |
| Richard                H.                Marsh                                    |   |                       Harvey L. Wagner                   |
| Senior                Vice                President and Chief                     |   |                       Vice President and Controller      |
| Financial                Officer and Director                                     |   |                       (Principal Accounting Officer)     |
| (Principal                Financial Officer)                                      |   |                                                                                   |

----

**SIGNATURES**

|   | **PENNSYLVANIA                POWER COMPANY**                                                                |
|--------|--------------------------------------------------------------------------------------------------------------|
|   |                                                                                                         |
|   |                                                                                                         |
|   | BY: /s/ Anthony                J.                Alexander                                         |
|   |                             Anthony J. Alexander |
|   |                             President            |

|                  /s/ Anthony                J.                Alexander |   |  /s/ Richard                R.                Grigg                          |
|-----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
| Anthony                J.                Alexander                                |   |                       Richard R. Grigg                   |
| President                and                Director                              |   |                       Executive Vice President and Chief |
| (Principal                Executive Officer)                                      |   |                       Operating Officer and Director     |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                                                                              |   |                                                                                   |
|                  /s/ Richard                H.                Marsh     |   |  /s/ Harvey                L.                Wagner                          |
| Richard                H.                Marsh                                    |   |                       Harvey L. Wagner                   |
| Senior                Vice                President and Chief                     |   |                       Vice President and Controller      |
| Financial                Officer and Director                                     |   |                       (Principal Accounting Officer)     |
| (Principal                Financial Officer)                                      |   |                                                                                   |

----