FirstEnergy
      Operating Companies  Exhibit
      10.7


FERC
      Electric
      Tariff, Second Revised Volume No. 2


Service
      Agreement No
      _____




[Execution
      Copy]


**MANSFIELD
      POWER SUPPLY AGREEMENT**





**Between
      The
      Cleveland Electric Illuminating Company**


**and
      The
      Toledo Edison Company, Sellers**


**and**


**FirstEnergy
      Generation Corp., Buyer**





This
      Mansfield Power
      Supply Agreement ("Agreement") dated October 14, 2005, is made by and between
      The Cleveland Electric Illuminating Company and The Toledo Edison Company
      ("Sellers") and FirstEnergy Generation Corp., ("Genco" or "Buyer"). The Sellers
      and Genco may be identified collectively as "Parties" or individually as a
      "Party." This Agreement is entered into in connection with the transfer of
      ownership of The Cleveland Electric Illuminating Company, Ohio Edison Company,
      Pennsylvania Power Company, and The Toledo Edison Company’s fossil and pumped
      storage generation assets to Genco.





WHEREAS,
      Buyer owns
      or operates fossil and pumped storage generation facilities formerly owned
      by
      The Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania
      Power Company, and The Toledo Edison Company (collectively "the FirstEnergy
      Operating Companies"); and





WHEREAS,
      Sellers
      lease portions of the Bruce Mansfield Generating Station, Units 1, 2, and 3
      (hereinafter “Leased Mansfield Facilities”) from owner trustees under the
      Sale/Leaseback Arrangements; and





WHEREAS,
      Genco, an
      affiliate of the Sellers, operates the Leased Mansfield Facilities;
      and





WHEREAS,
      Sellers
      wish to sell to Buyer the electrical output of the Leased Mansfield Facilities;
      and





WHEREAS,
      Buyer is
      engaged exclusively in the business of owning and operating generation and
      selling Power at wholesale; and





WHEREAS,
      Buyer
      desires to obtain the entire electric output of the Leased Mansfield Facilities
      pursuant to the rates, terms and conditions set forth herein.





It
      is agreed as follows:





**I.** **TERM**





A.
            The
                sale and
                purchase of Power pursuant to this Agreement shall begin on December
                1,
                2005, or such later effective date authorized by the FERC, for an
                initial
                term ending December 31, 2010. This Agreement shall remain in effect
                from
                year to year thereafter unless terminated by either Party upon at
                least
                sixty days written notice prior to the end of the calendar year.




**Issued
                  by: David M. Blank, Vice President**
              **Effective
                  Date:****Issued
                  on: October 14, 2005**
              **December
                  1, 2005**








1





B.
            Notwithstanding
                I.A, this Agreement will terminate if the Sale/Leaseback Arrangements
                for
                the Leased Mansfield Facilities are terminated or assigned to Genco.
                Termination of the Agreement under this Section will be effective
                no
                sooner than the effective date of the termination or assignment of
                the
                Sale/Leaseback Arrangements. Buyer will give Sellers no less than
                sixty
                days written notice of the termination of this Agreement under this
                Section I.B. In the event of a partial termination or assignment
                of the
                Sale/Leaseback Arrangements, the Parties will amend this Agreement
                to
                reflect the revised rates, terms, and conditions for the sale of
                Power
                from the remaining Leased Mansfield
                Facilities.





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





A.
            Sellers
                shall
                make available to Buyer all of the Capacity, Energy, Ancillary Services,
                Emission Allowances, and Renewable Energy Attributes, if any, which
                are
                available from the Leased Mansfield Facilities identified in Exhibit
                C to
                this Agreement, and Buyer shall purchase and pay for such Capacity,
                Energy, Ancillary Services, Emission Allowances and Renewable Energy
                Attributes in accordance with the terms of this Agreement. Sellers
                shall
                make firm Capacity, Energy, and Ancillary Services available at the
                Delivery Points. Buyer shall arrange and will be responsible for
                all
                transmission, congestion costs, losses, and related services at and
                from
                the Delivery Points. The Capacity, Energy, Ancillary Services, Emission
                Allowances, and Renewable Attributes supplied by Sellers are collectively
                referred to as Buyer's "Power Supply Requirements." Electric Capacity
                and
                Energy supplied shall be sixty-hertz, three phase alternating current.
                The
                Power Supply Requirements will be provided in accordance with Good
                Utility
                Practice, and where applicable, the provisions of the applicable
                Transmission Provider OATT, and the requirements of the FERC.





B.
            Genco
                will
                operate and maintain the Leased Mansfield Facilities in accordance
                with
                Good Utility Practice, the applicable requirements of the FERC, NERC,
                Electric Reliability Organization, as well as the requirements of
                the
                regional reliability councils or Regional Entity, and Regional
                Transmission Organizations where the Leased Mansfield Facilities
                are
                located.





**III.** **SCHEDULING
      AND SYSTEM PLANNING**





A.
            Sellers
                shall
                notify Buyer on or before November 1 of each year during the term
                of this
                Agreement of the amount of Capacity, Energy, Ancillary Services,
                Emission
                Allowances, and Renewable Energy Attributes it expects to have available
                from the Leased Mansfield Facilities for each day in each month of
                the
                next calendar year. The information provided in this notification
                shall
                include, but not be limited to, the time and expected duration of
                any
                planned outage of the Leased Mansfield
                Facilities.





B.
            Sellers
                shall
                update their annual forecast of available Capacity, Energy, Ancillary
                Services, Emission Allowances, and Renewable Energy Attributes for
                any
                change or expected change in the operation of the Leased Mansfield
                Facilities that would materially affect the annual forecast provided
                to
                Genco. Sellers shall provide the updated forecast for any full month(s)
                remaining in the calendar year within thirty days of becoming aware
                of the
                change or expected change in the operation of the Leased Mansfield
                Facilities.





2


C.
            Sellers
                will
                supply Genco, upon request, any such information as is necessary
                to meet
                the requirements of the applicable Transmission Provider OATT, FERC,
                NERC,
                Electric Reliability Organization, regional reliability council,
                Regional
                Entity, or Government Authority.


.


**IV.** **PRICE**





Sellers
      shall
      charge, and Buyer shall pay, for Buyer's Power Supply Requirements, as follows
      on a monthly basis.





A.      Charges





Buyer
      will pay
      Sellers the Monthly Charge under the formula set forth in Exhibit A for the
      Power Supply Requirements Available from the Leased Mansfield Facilities
      identified in Exhibit C.





B.      Billing
      and Payment





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







C.     
      Records





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





D.     
      Audit and Adjustment Rights





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





3


E.      
      Section 205 Rights





Nothing
      contained
      herein shall be construed as affecting in any way the right of the Party
      furnishing service under this Agreement to unilaterally make application to
      the
      FERC for a change in rates under Section 205 of the Federal Power Act and
      pursuant to the FERC's Rules and Regulations thereunder. Provided, however,
      that
      nonrate terms and conditions may be amended only by a written agreement signed
      by the Parties.





**V.**  **METERING**





Generation
      metering
      shall be installed, operated and maintained in accordance with the applicable
      generator interconnection agreements among the Genco, Transmission Provider,
      and
      Transmission Owner. Metering between control areas shall be handled in
      accordance with the applicable Transmission Provider OATT. Retail metering
      shall
      be provided in accordance with applicable state law. Nothing in this Agreement
      requires Sellers or Buyer to install new metering facilities.





**VI.**  **NOTICES**





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





**NOTICES
      & CORRESPONDENCE** :





To
      Sellers: FirstEnergy
      Service
      Company, Vice President


76
      South Main St.


Akron,
      Ohio 44308





To
      Buyer: FirstEnergy
      Generation Corp., President


76
      South Main St.


Akron,
      Ohio 44308





**INVOICES
      & PAYMENTS:**





To
      Sellers: FirstEnergy
      Service
      Company, Vice President


76
      South Main St.


Akron,
      Ohio 44308





To
      Buyer:  FirstEnergy
      Generation Corp., President


76
      South Main St.


Akron,
      Ohio 44308





**SCHEDULING:**





To
      Sellers: FirstEnergy
      Service
      Company, Vice President


76
      South Main St.


Akron,
      Ohio 44308





To
      Buyer:  FirstEnergy
      Generation Corp., President


76
      South Main St.


Akron,
      Ohio
      44308


4





**VII.** **MISCELLANEOUS**





A.      
      Performance Excused







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







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





B.     
      Transfer of Title and Indemnification





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





C.     
      Confidentiality





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





5


D.      
      Further Assurances





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





E.    
       Assignment





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







F.     
      Governing Law





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





G.     
      Counterparts





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





H.     
      Waiver





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





I.     
      No Third Party Beneficiaries





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





J.     
      Severability





Any
      provision of this Agreement declared or rendered unlawful by any applicable
      court of law or regulatory agency or deemed unlawful because of a statutory
      change will not otherwise affect the remaining lawful obligations that arise
      under this Agreement.





6


K.     
      Construction





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





IN
      WITNESS WHEREOF, the Parties have caused their duly authorized representatives
      to execute this Agreement on their behalf as of October 14, 2005.




**The Cleveland Electric Illuminating Company**
                **The Toleldo Edison Company**Vice
                  President, FirstEnergy Service Company
   **FirstEnergy Generation Corp.**President,
                  FirstEnergy Generation Corp.





7





**EXHIBIT** **A**





**The
      Cleveland Electric Illuminating Company**


**The
      Toledo
      Edison Company**


**Monthly
      Charge Formula**





8





**EXHIBIT** **B**





**DEFINITIONS**





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





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





**Ancillary
      Services** means Reactive
      Supply and Voltage Control from Generation Resources, Regulation and Frequency
      Response Service, Operating Reserve - Spinning Reserve Service, and Operating
      Reserve - Supplemental Service and such additional Ancillary Services as defined
      in the Open Access Transmission Tariff of the Transmission Provider and to
      the
      extent available from the Leased Mansfield Facilities.





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





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





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





**Delivery
      Point** means where
      Capacity, Energy, and Ancillary Services are supplied by the Sellers at the
      point of interconnection between the Leased Mansfield Facilities and the
      transmission facilities of Transmission Owner.





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





**Emission
      Allowances** means all present
      and future authorizations to emit specified units of pollutants or hazardous
      substances, which units are established by the Government Authority with
      jurisdiction over the Leased Mansfield Facilities under (i) an air pollution
      and
      emissions reduction program designed to mitigate global warming, interstate
      or
      intra-state transport of air pollutants; (ii) a program designed to mitigate
      impairment of surface waters, watersheds, or groundwater; or (iii) any pollution
      reduction program with a similar purpose. Emission Allowances include
      allowances, as described above, regardless as to whether the Governmental
      Authority establishing such Emission Allowances designates such allowances
      by a
      name other than “allowances.”








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





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





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





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





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





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





**Leased
      Mansfield Facilities** means
      The Cleveland
      Electric Illuminating Company and The Toledo Edison Company’s respective
      leasehold interests in Bruce Mansfield Generating Station, Units 1, 2, and
      3 as
      identified in Exhibit C.





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





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





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





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








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





**Renewable
      Energy Attributes** means any credits,
      offsets, benefits, or tradable instrument created by law and related to
      generation of Power from the Leased Mansfield Facilities.





**Sale/Leaseback** A **rrangements** mean the Facility
      Leases identified in Exhibit D to this Agreement.





**Taxes** means all *ad
      valorem* ,
      property,
      occupation, utility, gross receipts, sales, use, excise and other taxes,
      governmental charges, licenses, permits and assessments, other than taxes based
      on net income or net worth.





**Transmission
      Owner** means the entity
      that owns facilities used for the transmission of Power from the Leased
      Mansfield Facilities.





**Transmission
      Provider** means the utility
      or utilities, including Regional Transmission Organizations, transmitting Power
      on behalf of Buyer from the Delivery Point(s) under this Agreement.





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










**EXHIBIT
      C**





**Leased
      Mansfield Facilities**





NDC
      in
      MW





Unit
              Cleveland
                  Electric
              Toledo
                  Edison
              Leasehold
                  MWBM1
              6.50%
              --
              51BM2
              28.60%
              17.30%
              358BM3
              24.47%
              19.91%
              355Total
              
              
              764









**EXHIBIT
      D**





**Bruce
      Mansfield Facility Leases**





The
      separate Facility Leases, each dated as of September 30, 1987, as heretofore
      amended, modified and supplemented, among The Cleveland Electric Illuminating
      Company and The Toledo Edison Company, as Lessees, and [Wachovia], as Lessor
      in
      its capacity as successor Owner Trustee under separate trusts for the benefit
      of
      each of the following Owner Participants, relating to the lease by the Lessees
      of certain undivided interests in the Bruce Mansfield Plant Units 1, 2 and
      3
      located in Shippingport, Pennsylvania:





Key
      Leasing (as successor to Midwest Power Company) (Trust A)


Ford
      Motor Credit
      Company (Trust B)


Bank
      of America (as
      successor to Maryland National Leasing Corporation) (Trust C)


Key
      Leasing (as successor to CT Leasing Company) (Trust D)


Chrysler
      Capital
      Corporation (Trust E)


Barclays
      American
      (as successor to Irving Leasing Corporation) (Trust F)


Bank
      of New York (as
      successor to Irving Leasing Corporation) (Trust G)


CitiCorp
      Lescaman,
      Inc. (Trust H)


CitiCorp
      Lescaman,
      Inc. (Trust I)


ComCast
      Corp. (as
      successor to U S West Financial Services, Inc.) (Trust J)


ComCast
      Corp. (as
      successor to U S West Financial Services, Inc.) (Trust K)


ComCast
      Corp. (as
      successor to U S West Financial Services, Inc.) (Trust L)