FirstEnergy
      Generation Corp.      **EXHIBIT
      10.5**


FERC
      Electric
      Tariff, Original Volume No. 1


Service
      Agreement
      No. 2




[Execution
      Copy]





**GENCO
      POWER
      SUPPLY AGREEMENT**





**Between
      FirstEnergy Generation Corp., Seller**


**and**


**FirstEnergy
      Solutions Corp., Buyer**





This
      GENCO Power
      Supply Agreement ("Agreement") dated October 14, 2005 is made by and between
      FirstEnergy Generation Corp., ("Genco" or "Seller"), and FirstEnergy Solutions
      Corp. ("Solutions" or "Buyer"). Genco and Solutions 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,
      Seller is
      a generation only company that owns, operates and leases fossil and pumped
      storage generation assets; and





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





WHEREAS,
      Seller is
      a wholly owned subsidiary of Solutions; and





WHEREAS,
      Buyer
      desires to obtain the entire electric output of the generating plants owned
      by
      Genco as described in Exhibit C (collectively, the “Genco Facilities”), pursuant
      to the rates, terms and conditions set forth herein.





It
      is agreed as follows:





I.  **TERM**




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:
      Donald R. Schneider, President** **Effective
      Date:**


**Issued
      on:
      October 14, 2005** **December
      1,
      2005**




1






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





A.
            Seller
                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 Genco Facilities 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. Seller 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 Energy Attributes supplied
                by
                Seller 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 Genco 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 Genco Facilities are
                located.





**III.
      SCHEDULING AND SYSTEM PLANNING**




A.
            In
                order for
                Solutions to be able to plan adequately to market and sell all of
                the
                Capacity, Energy, Ancillary Services, Emission Allowances and Renewable
                Energy Attributes available from the Genco Facilities, Genco shall
                notify
                Solutions 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
                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 Genco
                Facilities.





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




2




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




**IV.
      PRICE**





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





A.
      Charges





Buyer
      will pay
      Seller the Monthly Charge under the formula set forth in Exhibit A for the
      Power
      Supply Requirements available from the Genco 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 Seller 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 Seller. Any amounts not paid by the
      due
      date will be deemed delinquent and will accrue interest at the Interest Rate
      until the date of payment in full.




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




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 between 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 Seller or Buyer to install new metering facilities.





**VI.
      NOTICES**





All
      notices,
      requests, statements or payments shall be made as specified below. Notices
      required to be in writing shall be delivered by letter, facsimile or other
      documentary form. Notice by facsimile or hand delivery shall be deemed to have
      been received by the close of the Business Day on which it was transmitted
      or
      hand delivered (unless transmitted or hand delivered after close in which case
      it shall be deemed 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
              Seller:
            FirstEnergy
              Generation Corp., President76
              South Main
              St.Akron,
              Ohio
              44308






To
              Buyer:
            FirstEnergy
              Solutions Corp., Director, Wholesale Energy Transactions395
              Ghent
              RoadAkron,
              Ohio
              44333






4




**INVOICES
        & PAYMENTS:**
  To
                Seller:
              FirstEnergy
                Generation Corp., President76
                South Main
                St.Akron,
                Ohio
                44308




To
              Buyer:
            FirstEnergy
              Solutions Corp., Director, Wholesale Energy Transactions395
              Ghent
              RoadAkron,
              Ohio
              44333




**SCHEDULING:**






To
              Seller:
            FirstEnergy
              Generation Corp., President76
              South Main
              St.Akron,
              Ohio
              44308






To
              Buyer:
            FirstEnergy
              Solutions Corp., Director, Wholesale Energy
              Transactions395
              Ghent
              RoadAkron,
              Ohio
              44333




**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.







5




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


C.
      Confidentiality





Neither
      Party shall
      disclose to third parties Confidential Information obtained from the other
      Party
      pursuant to this Agreement except in order to comply with the requirements
      of
      FERC, NERC, Electric Reliability Organization, applicable regional reliability
      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.





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.




6




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.





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.




7




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




**FirstEnergy
              Solutions Corp.**President,
              FirstEnergy Solutions Corp.


**FirstEnergy
                Generation Corp**.President,
                FirstEnergy Generation Corp.





8






**EXHIBIT** **A**





**FirstEnergy
      Generation Corp.**


**Monthly
      Charge Formula**














**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 Genco 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 Seller at the
      point
      of interconnection between the Genco 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 Genco 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.





**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 Genco Facilities.





**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 Genco
      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**


**NDC
      in
      kW**


**Genco
      Facilities**




**FirstEnergy****GENERATION
                  CAPABILITIES****PLANT
                  NAME**
              **UNIT
                  #**
              **YEAR
                  IN-**
                **SERVICE**
              **NAMEPLATE**
                **RATINGS
                  (KW)**
              **NET
                  DEMONSTRATED**
                **CAPABILITY
                  (KW)**ASHTABULA
              5
              1958
              256,000
              244,000**ASHTABULA**
                **Total**
              
              
              **256,000**
              **244,000**BAY
                  SHORE
              1
              1955
              140,625
              136,000BAY
                  SHORE
              2
              1959
              140,625
              138,000BAY
                  SHORE
              3
              1963
              140,625
              142,000BAY
                  SHORE
              4
              1968
              217,600
              215,000BAY
                  SHORE
              CT
              1967
              16,000
              17,000**BAY
                  SHORE**
                **Total**
              
              
              **655,475**
              **648,000**R.E.
                  BURGER
              3
              1950
              103,500
              94,000R.E.
                  BURGER
              4
              1955
              156,250
              156,000R.E.
                  BURGER
              5
              1955
              156,250
              156,000R.E.
                  BURGER
              EMD
                  (3)
              1972
              7,500
              7,000**R.E.
                  BURGER**
                **Total**
              
              
              **423,500**
              **413,000**EASTLAKE
              1
              1953
              123,000
              132,000EASTLAKE
              2
              1953
              123,000
              132,000EASTLAKE
              3
              1954
              123,000
              132,000EASTLAKE
              4
              1956
              208,000
              240,000EASTLAKE
              5
              1972
              680,000
              597,000EASTLAKE
              CT
              1973
              32,000
              29,000**EASTLAKE**
                **Total**
              
              
              **1,289,000**
              **1,262,000**EDGEWATER
              CT
                  (2)
              1973
              57,600
              48,000**EDGEWATER
                  Total**
              
              
              **57,600**
              **48,000**LAKESHORE
              18
              1962
              256,000
              245,000LAKESHORE
              EMD
                  (2)
              1966
              4,000
              4,000**LAKESHORE**
                **Total**
              
              
              **260,000**
              **249,000**









MAD
                    RIVER
                CT(2)
                1972
                54,000
                60,000**MAD
                    RIVER**
                  **Total**
                
                
                **54,000**
                **60,000**MANSFIELD
                1
                1976
                913,750
                780,000MANSFIELD
                2
                1977
                913,750
                780,000MANSFIELD
                3
                1980
                913,750
                800,000**MANSFIELD
                    Total**
                
                
                **2,741,250**
                **2,360,000**RICHLAND
                CT1-3
                1967
                45,000
                42,000RICHLAND
                CT
                    4-6
                2001
                390,000
                390,000**RICHLAND**
                  **Total**
                
                
                **435,000**
                **432,000**SAMMIS
                1
                1959
                190,400
                180,000SAMMIS
                2
                1960
                190,400
                180,000SAMMIS
                3
                1961
                190,400
                180,000SAMMIS
                4
                1962
                190,400
                180,000SAMMIS
                5
                1967
                334,050
                300,000SAMMIS
                6
                1969
                680,000
                600,000SAMMIS
                7
                1971
                680,000
                600,000SAMMIS
                EMD
                    (5)
                1972
                12,500
                13,000**SAMMIS**
                  **Total**
                
                
                **2,468,150**
                **2,233,000**SENECA
                1
                1970
                220,000
                210,000SENECA
                2
                1970
                220,000
                195,000SENECA
                3
                1970
                29,000
                30,000**SENECA
                    Total**
                
                
                **469,000**
                **435,000**STRYKER
                CT
                1968
                19,000
                18,000**STRYKER**
                  **Total**
                
                
                **19,000**
                **18,000**SUMPTER
                CT
                    1-4
                2002
                340,000
                340,000**SUMPTER**
                  **Total**
                
                
                **340,000**
                **340,000**WEST
                    LORAIN
                CT
                    1A
                  &
                    1B
                1973
                130,600
                120,000WEST
                    LORAIN
                CT
                    2-6
                2001
                425,000
                425,000**WEST
                    LORAIN**
                  **Total**
                
                
                **555,600**
                **545,000********Total**
                ****
                ****
                **10,023,575**
                **9,287,000**