----

----

| 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                     |                    |
|             |                                             |                    |
| 333-145140-01    | FIRSTENERGY      SOLUTIONS CORP.                 | 31-1560186              |
|             | (An      Ohio Corporation)                       |                    |
|             | c/o      FirstEnergy Corp.                       |                    |
|             | 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                     |                    |
|             |                                             |                    |
| 1-3141           | 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                     |                    |

----

|                   |   |                               |   | Name      of Each Exchange   |
|------------------------|--------|------------------------------------|--------|------------------------------|
| Registrant             |   | Title      of Each Class           |   | on      Which Registered     |
|                   |   |                               |   |                         |
| FirstEnergy      Corp. |   | Common      Stock, $0.10 par value |   | New      York Stock Exchange |

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

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

| (  ) | FirstEnergy      Corp.                                                                                                                                                                                                                                |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (X)            | FirstEnergy      Solutions Corp., Ohio Edison 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-accelerated      Filer (do not check if a Smaller Reporting Company)(X) | FirstEnergy      Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating      Company, The Toledo Edison Company, Jersey Central Power & Light      Company, Metropolitan Edison Company and Pennsylvania Electric      Company |

| Smaller      Reporting Company(  ) | N/A |
|----------------------------------------------|-----|

| Yes      (  )      No (X) | FirstEnergy      Corp., FirstEnergy Solutions Corp., Ohio Edison 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 FEBRUARY 28, 2008 |
| FirstEnergy      Corp., $.10 par value                         |   | 304,835,407                  |
| FirstEnergy      Solutions Corp., no par value                 |   | 7                            |
| Ohio      Edison Company, no par value                         |   | 60                           |
| The      Cleveland Electric Illuminating Company, no par value |   | 67,930,743                   |
| The      Toledo Edison Company, $5 par value                   |   | 29,402,054                   |
| Jersey      Central Power & Light Company, $10 par value   |   | 14,421,637                   |
| Metropolitan      Edison Company, no par value                 |   | 859,500                      |
| Pennsylvania      Electric Company, $20 par value              |   | 4,427,577                    |

|                                                         |   | PART      OF FORM 10-K INTO WHICH |
|--------------------------------------------------------------|--------|-----------------------------------|
| DOCUMENT                                                     |   | DOCUMENT      IS INCORPORATED     |
|                                                         |   |                              |
| FirstEnergy      Corp. Annual Report to Stockholders for     |   |                              |
| the      fiscal year ended December 31, 2007            |   | Part      II                      |
|                                                         |   |                              |
| Proxy      Statement for 2008 Annual Meeting of Stockholders |   |                              |
| to      be held May 20, 2008                            |   | Part      III                     |

----

|   | ▪ | the      speed and nature of increased competition in the electric utility industry      and legislative and regulatory changes affecting how generation rates will      be determined following the expiration of existing rate plans in Ohio and      Pennsylvania, |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | economic      or weather conditions affecting future sales and  margins, |
|--------|---------|--------------------------------------------------------------------------|

|   | ▪ | changes      in markets for energy services, |
|--------|---------|----------------------------------------------|

|   | ▪ | changing      energy and commodity market prices, |
|--------|---------|---------------------------------------------------|

|   | ▪ | replacement      power costs being higher than anticipated or inadequately      hedged, |
|--------|---------|-----------------------------------------------------------------------------------------|

|   | ▪ | the      continued ability of FirstEnergy's regulated utilities to collect      transition and other charges or to recover increased transmission      costs, |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | maintenance      costs being higher thananticipated, |
|--------|---------|------------------------------------------------------|

|   | ▪ | other      legislative and regulatory changes, revised environmental      requirements, including possible GHG emission  regulations, |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      uncertainty of the timing and amounts of the capital expenditures needed      to, among other things, implement the Air Quality Compliance Plan      (including that such amounts could be higher than anticipated) or levels      of emission reductions related to the Consent Decree resolving the New      Source Review litigation or other potential regulatory      initiatives, |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | adverse      regulatory or legal decisions and outcomes (including, but not limited to,      the revocation of necessary licenses or operating permits and oversight)      by the NRC (including, but not limited to, the Demand for Information      issued to FENOC on May 14, 2007) as disclosed in the registrants' SEC      filings, |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      timing and outcome of various proceedings before  the |
|--------|---------|----------------------------------------------------------------|

|   | - | PUCO      (including, but not limited to, the distribution rate cases and the      generation supply plan filing for the Ohio Companies and the successful      resolution of the issues remanded to the PUCO by the Ohio Supreme Court      regarding the RSP and RCP, including the deferral of fuel      costs) |
|--------|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | - | and      the PPUC (including the resolution of the Petitions for Review filed with      the Commonwealth Court of Pennsylvania with respect to the transition rate      plan for Met-Ed and Penelec), |
|--------|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      continuing availability of generating units and their ability to operate      at, or near full capacity, |
|--------|---------|-------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      changing market conditions that could affect the value of assets held in      the registrants' nuclear decommissioning trusts, pension trusts and other      trust funds, |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      ability to comply with applicable state and federal reliability      standards, |
|--------|---------|------------------------------------------------------------------------------------------|

|   | ▪ | the      ability to accomplish or realize anticipated benefits from strategic goals      (including employee workforceinitiatives), |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      ability to improve electric commodity margins and to experience growth in      the distribution business, |
|--------|---------|--------------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      ability to access the public securities and other capital markets and the      cost of such capital, |
|--------|---------|---------------------------------------------------------------------------------------------------------------|

|   | ▪ | the      risks and other factors discussed from time to time in the registrants'      SEC filings, and other similarfactors. |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------|

----

| ATSI                                                                                                          | American      Transmission Systems, Inc., owns and operates transmission      facilities                                                                  |
|---------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| CEI                                                                                                           | The      Cleveland Electric Illuminating Company, an Ohio electric utility      operating subsidiary                                                      |
| Centerior                                                                                                     | Centerior      Energy Corporation, former parent of CEI and TE, which merged with OE to      form   FirstEnergy      on November 8, 1997   |
| 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 non-nuclear generating      facilities                                                               |
| FirstEnergy                                                                                                   | FirstEnergy      Corp., a public utility holding company                                                                                                  |
| FSG                                                                                                           | FirstEnergy      Facilities Services Group, LLC, former parent 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                                                    |
| JCP&L      Transition   Funding                                                            | JCP&L      Transition Funding LLC, a Delaware limited liability company and issuer of      transition bonds                                           |
| JCP&L      Transition   Funding      II                                                    | JCP&L      Transition Funding II LLC, a Delaware limited liability company and issuer      of transition bonds                                        |
| 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                                                                                                                             |
| AQC                                                                                                           | Air      Quality Control                                                                                                                                  |
| BGS                                                                                                           | Basic      Generation Service                                                                                                                             |
| BPJ                                                                                                           | Best      Professional Judgment                                                                                                                           |
| CAA                                                                                                           | Clean      Air Act                                                                                                                                        |
| CAIR                                                                                                          | Clean      Air Interstate Rule                                                                                                                            |
| CAMR                                                                                                          | Clean      Air Mercury Rule                                                                                                                               |
| CAVR                                                                                                          | Clean      Air Visibility Rule                                                                                                                            |
| CBP                                                                                                           | Competitive      Bid Process                                                                                                                              |
| CO2                                                                                                           | Carbon      Dioxide                                                                                                                                       |
| CTC                                                                                                           | Competitive      Transition Charge                                                                                                                        |
| DFI                                                                                                           | Demand      for Information                                                                                                                               |
| DOE                                                                                                           | United      States Department of Energy                                                                                                                   |
| DOJ                                                                                                           | United      States Department of Justice                                                                                                                  |
| DRA                                                                                                           | Division      of Ratepayer Advocate                                                                                                                       |
| ECAR                                                                                                          | East      Central Area Reliability Coordination Agreement                                                                                                 |
| EIS                                                                                                           | Energy      Independence Strategy                                                                                                                         |
| EMP                                                                                                           | Energy      Master Plan                                                                                                                                   |
| EPA                                                                                                           | United      States Environmental Protection Agency                                                                                                        |
| EPACT                                                                                                         | Energy      Policy Act of 2005                                                                                                                            |
| EPRI                                                                                                          | Electric      Power Research Institute                                                                                                                    |
| ERO                                                                                                           | Electric      Reliability Organization                                                                                                                    |
| FASB                                                                                                          | Financial      Accounting Standards Board                                                                                                                 |
| FERC                                                                                                          | Federal      Energy Regulatory Commission                                                                                                                 |
| FMB                                                                                                           | First      Mortgage Bonds                                                                                                                                 |
| GAAP                                                                                                          | Accounting      Principles Generally Accepted in the United  States                                                                                       |

----

| GHG           | Greenhouse      Gases                                                                                                                                                                    |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ISO           | Independent      System Operator                                                                                                                                                         |
| kv            | Kilovolts                                                                                                                                                                                |
| KWH           | Kilowatt-hours                                                                                                                                                                           |
| LOC           | Letter      of Credit                                                                                                                                                                    |
| LTIP          | Long-term      Incentive Program                                                                                                                                                         |
| MEIUG         | Met-Ed      Industrial Users Group                                                                                                                                                       |
| MISO          | Midwest      Independent Transmission System Operator, Inc.                                                                                                                              |
| Moody's       | Moody's      Investors Service, Inc.                                                                                                                                                     |
| MW            | Megawatts                                                                                                                                                                                |
| NAAQS         | National      Ambient Air Quality Standards                                                                                                                                              |
| NERC          | North      American Electric Reliability Corporation                                                                                                                                     |
| NJBPU         | New      Jersey Board of Public Utilities                                                                                                                                                |
| NOPR          | Notice      of Proposed Rulemaking                                                                                                                                                       |
| NOV           | Notice      of Violation                                                                                                                                                                 |
| NOX           | Nitrogen      Oxide                                                                                                                                                                      |
| NRC           | Nuclear      Regulatory Commission                                                                                                                                                       |
| NSR           | New      Source Review                                                                                                                                                                   |
| NUG           | Non-Utility      Generation                                                                                                                                                              |
| NUGC          | Non-Utility      Generation Charge                                                                                                                                                       |
| OCA           | Office      of Consumer Advocate                                                                                                                                                         |
| OVEC          | Ohio      Valley Electric Corporation                                                                                                                                                    |
| PICA          | Penelec      Industrial Customer Alliance                                                                                                                                                |
| PJM           | PJM      Interconnection L. L. C.                                                                                                                                                        |
| PLR           | Provider      of Last Resort; an electric utility's obligation to provide generation      service to customers   whose      alternative supplier fails to deliver service |
| PPUC          | Pennsylvania      Public Utility Commission                                                                                                                                              |
| PRP           | Potentially      Responsible Party                                                                                                                                                       |
| PSA           | Power      Supply Agreement                                                                                                                                                              |
| PUCO          | Public      Utilities Commission of Ohio                                                                                                                                                 |
| PUHCA         | Public      Utility Holding Company Act of 1935                                                                                                                                          |
| RCP           | Rate      Certainty Plan                                                                                                                                                                 |
| RECB          | Regional      Expansion Criteria and Benefits                                                                                                                                            |
| RFP           | Request      for Proposal                                                                                                                                                                |
| ROP           | Reactor      Oversight Process                                                                                                                                                           |
| RSP           | Rate      Stabilization Plan                                                                                                                                                             |
| RTO           | Regional      Transmission Organization                                                                                                                                                  |
| RTOR          | Regional      Through and Out Rates                                                                                                                                                      |
| S&P       | Standard      & Poor's Ratings Service                                                                                                                                               |
| SBC           | Societal      Benefits Charge                                                                                                                                                            |
| SCR           | Selective      Catalytic Reduction                                                                                                                                                       |
| SEC           | U.S.      Securities and Exchange Commission                                                                                                                                             |
| SECA          | Seams      Elimination Cost Adjustment                                                                                                                                                   |
| 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"                                                                                                       |
| SIP           | State      Implementation Plan(s) Under the Clean Air Act                                                                                                                                |
| SNCR          | Selective      Non-Catalytic Reduction                                                                                                                                                   |
| SO2           | Sulfur      Dioxide                                                                                                                                                                      |
| TEBSA         | Termobarranquila      S.A. Empresa de Servicios Publicos                                                                                                                                 |
| TMI-1         | Three      Mile Island Unit 1                                                                                                                                                            |
| TMI-2         | Three      Mile Island Unit 2                                                                                                                                                            |

----

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Page   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Part      I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| Item      1.    Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| The      Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1-2    |
| Generation      Asset Transfers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 2      |
| Sale      and Leaseback Transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 3      |
| Utility      Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 3-12   |
| Regulatory      Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 4      |
| Reliability      Initiatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 4      |
| PUCO      Rate Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 5-6    |
| PPUC      Rate Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 7-8    |
| NJBPU      Rate Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 8-9    |
| FERC      Rate Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 10-12  |
| Capital      Requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 13-14  |
|                         Nuclear      Operating      Licenses                                                                             | 15     |
| Nuclear      Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 15     |
| Nuclear      Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 15     |
| Environmental      Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 16     |
| Fuel      Supply                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 16-19  |
| System      Capacity and Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 19     |
| Regional      Reliability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 20     |
| Competition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 20     |
| Research      and Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 21     |
| Executive      Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 21     |
| Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 23     |
| FirstEnergy      Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 23     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item      1A.   Risk Factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 23-33  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item      1B.    Unresolved Staff Comments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 33     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 2.           Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 33-35  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 3.           Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 35     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 4.           Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 35     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Part      II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|          Item 5.      Market for Registrants'      Common Equity, Related Stockholder Matters and Issuer Purchases of Equity      Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 35-36  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 6.           Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 36     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 7.           Management's Discussion and Analysis of Financial Condition and Results of      Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 36     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 7A.   Quantitative      and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 36     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 8.           Financial Statements and Supplementary Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 36     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 9.           Changes In and Disagreements with Accountants on Accounting and Financial      Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 36     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 9A.   Controls      and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 36-37  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 9A(T).  Controls      and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 37     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item      9B.    Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 37     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Part      III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Item 10.    Directors,      Executive Officers and Corporate Governance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 37-38  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 11.    Executive      Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 38     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 12.    Security      Ownership of Certain Beneficial Owners and Management and      RelatedStockholder      Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 38     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item 13.    Certain      Relationships and Related Transactions, and Director      Independence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 38     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Item      14.    Principal Accounting Fees and      Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 38     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Part      IV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| Item 15.    Exhibits,      Financial Statement Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 39     |

----

----

----

----

|   | ▪ | 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 fromcustomers. |
|--------|---------|-----------------------------------------------------|

|   | ▪ | 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. |
|--------|---------|--------------------------------------------------------------------------------------------|

----

----

----

----

----

|   | ▪ | Reduce      the total projected electricity demand by 20% by  2020; |
|--------|---------|---------------------------------------------------------------------|

|   | ▪ | Meet      22.5% of New Jersey's electricity needs with renewable energy resources by      that date; |
|--------|---------|------------------------------------------------------------------------------------------------------|

|   | ▪ | Reduce      air pollution related to energyuse; |
|--------|---------|-------------------------------------------------|

|   | ▪ | Encourage      and maintain economic growth anddevelopment; |
|--------|---------|-------------------------------------------------------------|

|   | ▪ | Achieve      a 20% reduction in both Customer Average Interruption Duration Index and      System Average Interruption Frequency Index by  2020; |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | Maintain      unit prices for electricity to no more than +5% of the regional average      price (region includes New York, New Jersey, Pennsylvania, Delaware,      Maryland and the District of Columbia);and |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ▪ | Eliminate      transmission congestion by 2020. |
|--------|---------|-------------------------------------------------|

----

----

----

----

|                    |   | 2007               |   | Capital      Expenditures Forecast |   |
|-------------------------|--------|--------------------|--------|------------------------------------|--------|
|                    |   | Actual             |   | 2008                               |   | 2009-2012 |   | Total |   |
|                    |   | (In      millions) |   |
| OE                      |   | $                  | 115    |                               | $      | 112 |   | $ | 517 |   | $ | 629 |   |
| Penn                    |   |               | 27     |                               |   | 22 |   |   | 89 |   |   | 111 |   |
| CEI                     |   |               | 149    |                               |   | 113 |   |   | 457 |   |   | 570 |   |
| TE                      |   |               | 60     |                               |   | 52 |   |   | 205 |   |   | 257 |   |
| JCP&L               |   |               | 194    |                               |   | 173 |   |   | 724 |   |   | 897 |   |
| Met-Ed                  |   |               | 102    |                               |   | 100 |   |   | 395 |   |   | 495 |   |
| Penelec                 |   |               | 97     |                               |   | 124 |   |   | 431 |   |   | 555 |   |
| ATSI                    |   |               | 44     |                               |   | 52 |   |   | 243 |   |   | 295 |   |
| FGCO                    |   |               | 461    |                               |   | 1,005 |   |   | 1,316 |   |   | 2,321 |   |
| NGC                     |   |               | 133    |                               |   | 109 |   |   | 910 |   |   | 1,019 |   |
| Other      subsidiaries |   |               | 114    |                               |   | 176 |   |   | 279 |   |   | 455 |   |
| Total                   |   | $                  | 1,496  |                               | $      | 2,038 |   | $ | 5,566 |   | $ | 7,604 |   |

|                                                                                          |   | Long-Term      Debt Redemption Schedule |   |
|-----------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|
|                                                                                          |   | 2008                                    |   |   | 2009-2012 |   | Total |   |
|                                                                                          |   | (In      millions)                      |   |
|                                                                                          |   |                                    |   |   |   |   |   |   |
| FirstEnergy                                                                                   |   | $                                       | -      |   | $ | 1,500 |   | $ | 1,500 |   |
| OE                                                                                            |   |                                    | 176    |   |   | 3 |   |   | 179 |   |
| Penn*                                                                                         |   |                                    | 1      |   |   | 4 |   |   | 5 |   |
| CEI**                                                                                         |   |                                    | 125    |   |   | 150 |   |   | 275 |   |
| JCP&L                                                                                     |   |                                    | 27     |   |   | 126 |   |   | 153 |   |
| Met-Ed                                                                                        |   |                                    | -      |   |   | 100 |   |   | 100 |   |
| Penelec                                                                                       |   |                                    | -      |   |   | 159 |   |   | 159 |   |
| Other      subsidiaries                                                                       |   |                                    | 5      |   |   | 27 |   |   | 32 |   |
| Total                                                                                         |   | $                                       | 334    |   | $ | 2,069 |   | $ | 2,403 |   |
|                                                                                          |   |                                    |   |   |   |   |   |   |   |   |
| *      Penn has an additional $63 million due to associated companies in      2009-2012. |   |
| **      CEI has an additional $72 million due to associated companies in      2009-2012. |   |

|                                                                                                                                                                                                                                                                                                                                         |   | Net      Operating Lease Commitments |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                         |   | 2008                                 |   |   | 2009-2012 |   | Total |   |
|                                                                                                                                                                                                                                                                                                                                         |   | (In      millions)                   |   |
|                                                                                                                                                                                                                                                                                                                                         |   |                                 |   |   |   |   |   |   |
| FGCO                                                                                                                                                                                                                                                                                                                                         |   | $                                    | 173    |   | $ | 740 |   | $ | 913 |   |
| OE                                                                                                                                                                                                                                                                                                                                           |   |                                 | 113    |   |   | 424 |   |   | 537 |   |
| CEI*                                                                                                                                                                                                                                                                                                                                         |   |                                 | (36    | ) |   | (160 | ) |   | (196 | ) |
| TE                                                                                                                                                                                                                                                                                                                                           |   |                                 | 38     |   |   | 150 |   |   | 188 |   |
| JCP&L                                                                                                                                                                                                                                                                                                                                    |   |                                 | 9      |   |   | 33 |   |   | 42 |   |
| Met-Ed                                                                                                                                                                                                                                                                                                                                       |   |                                 | 4      |   |   | 17 |   |   | 21 |   |
| Penelec                                                                                                                                                                                                                                                                                                                                      |   |                                 | 6      |   |   | 21 |   |   | 27 |   |
| FESC                                                                                                                                                                                                                                                                                                                                         |   |                                 | 9      |   |   | 34 |   |   | 43 |   |
| Total                                                                                                                                                                                                                                                                                                                                        |   | $                                    | 316    |   | $ | 1,259 |   | $ | 1,575 |   |
|                                                                                                                                                                                                                                                                                                                                         |   |                                 |   |   |   |   |   |   |   |   |
| *      Reflects CEI's investment in Shippingport that purchased lease obligations      bonds issued on behalf of lessors in Bruce Mansfield Units  1, 2 and      3 sale and leaseback transactions. Effective October 16, 2007, CEI      and TE assigned their leasehold interests in the Bruce Mansfield      Plant to FGCO. |   |

----

----

|  Station             |  In-Service      Date | Current      License Expiration |
|---------------------------|----------------------------|---------------------------------|
| Beaver Valley      Unit 1 | 1976                       | 2016                            |
| Beaver Valley      Unit 2 | 1987                       | 2027                            |
| Perry                     | 1986                       | 2026                            |
| Davis-Besse               | 1977                       | 2017                            |

----

----

----

----

----

----

----

| Name                           |   | Age            |   | Positions      Held During Past Five Years                                                                                                                                                                             |   | Dates                                         |
|--------------------------------|--------|----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------|
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| A.      J. Alexander (A)(B)    |   | 56             |   | President      and Chief Executive Officer                                                                                                                                                                             |   | 2004-present                                  |
|                           |   |           |   | President      and Chief Operating Officer                                                                                                                                                                             |   | *-2004                                        |
|  W.      D. Byrd     |   |  53       |   |  Vice      President, Corporate Risk & Chief Risk OfficerDirector      - Rates StrategyDirector      - Commodity Supply                                                                                       |   |  2007-present2004-2007*-2004        |
| L.      M. Cavalier            |   | 56             |   | Senior      Vice President - Human ResourcesVice      President - Human Resources                                                                                                                                      |   | 2005-present*-2005                            |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| M.      T. Clark (E)           |   | 57             |   | Senior      Vice President - Strategic Planning & OperationsVice      President - Business Development                                                                                                             |   | 2004-present*-2004                            |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| D.      S. Elliott (B)         |   | 53             |   | President      - Pennsylvania Operations                                                                                                                                                                               |   | 2005-present                                  |
|                           |   |           |   | Senior      Vice President                                                                                                                                                                                             |   | *-2005                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| R.      R. Grigg (A)(B)(F)     |   | 59             |   | Executive      Vice President and Chief Operating Officer                                                                                                                                                              |   | 2004-present                                  |
|   J.      J. Hagan   |   |   57 |   | President      and Chief Executive Officer - WE Generation President      and Chief Nuclear Officer - FENOCSenior      Vice President and Chief Operating Officer - FENOCSenior      Vice President - FENOC  |   | *-2004 2007-present2005-2007*-2005  |
| C.      E. Jones (D)           |   | 52             |   | President      - FirstEnergy SolutionsSenior      Vice President - Energy Delivery & Customer ServiceRegional      Vice President - Operations                                                                     |   | 2007-present2003-2007**-2003                  |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| C.      D. Lasky (D)           |   | 45             |   | Vice      President - Fossil Operations & Air Quality Compliance                                                                                                                                                   |   | 2004-present                                  |
|                           |   |           |   | Plant      Director                                                                                                                                                                                                    |   | *2004                                         |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| G.      R. Leidich (G)         |   | 57             |   | Senior      Vice President - OperationsPresident      and Chief Nuclear Officer- FENOC                                                                                                                                 |   | 2007-present2003-2007                         |
|                           |   |           |   | Executive      Vice President - FENOC                                                                                                                                                                                  |   | *-2003                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| D.      C. Luff                |   | 60             |   | Senior      Vice President - Governmental Affairs                                                                                                                                                                      |   | 2007-present                                  |
|                           |   |           |   | Vice      President                                                                                                                                                                                                    |   | *-2007                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| R.      H. Marsh (A)(B)(D)     |   | 57             |   | Senior      Vice President and Chief Financial Officer                                                                                                                                                                 |   | *-present                                     |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| S.      E. Morgan (C)          |   | 57             |   | President      - JCP&L                                                                                                                                                                                             |   | 2004-present                                  |
|                           |   |           |   | Vice      President - Energy Delivery                                                                                                                                                                                  |   | *-2004                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| J.      M. Murray (A)          |   | 61             |   | President      - Ohio OperationsRegional      President - Toledo Edison Company                                                                                                                                        |   | 2005-present2004-2005                         |
|                           |   |           |   | Regional      President - West                                                                                                                                                                                         |   | *-2004                                   |
| J.      F. Pearson (A)(B)(D)   |   | 53             |   | Vice      President and Treasurer                                                                                                                                                                                      |   | 2006-present                                  |
|                           |   |           |   | TreasurerGroup      Controller - Strategic Planning and Operations                                                                                                                                                     |   | 2005-20062004-2005                            |
|                           |   |           |   | Group      Controller - FirstEnergy Solutions                                                                                                                                                                          |   | *-2004                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| D.      R. Schneider (A)(B)    |   | 46             |   | Senior      Vice PresidentVice      President - Energy DeliveryVice      President - Commodity Operations (FES)                                                                                                        |   | 2007-present2006-20072004-2006                |
|                           |   |           |   | Vice      President - Fossil Operations (FES)                                                                                                                                                                          |   | *-2004                                        |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| L.L.      Vespoli (A)(B)(D)(H) |   | 48             |   | Senior      Vice President and General Counsel                                                                                                                                                                         |   | *-present                                     |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| H.      L. Wagner (A)(B)(D)    |   | 55             |   | Vice      President, Controller and Chief Accounting Officer                                                                                                                                                           |   | *-present                                     |
|                           |   |           |   |                                                                                                                                                                                                                   |   |                                          |
| T.      M. Welsh               |   | 58             |   | Senior      Vice President - Assistant to CEOSenior      Vice President                                                                                                                                                |   | 2007-present2004-2007                         |
|                           |   |           |   | Vice      President                                                                                                                                                                                                    |   | *-2004                                        |

----

| FESC      | 3,318  |
|-----------|--------|
| OE        | 1,318  |
| CEI       | 1,021  |
| TE        | 445    |
| Penn      | 224    |
| JCP&L | 1,482  |
| Met-Ed    | 764    |
| Penelec   | 964    |
| ATSI      | 39     |
| FES       | 196    |
| FGCO      | 1,942  |
| FENOC     | 2,821  |
| Total     | 14,534 |

| ITEM      1A.  | RISK      FACTORS |
|---------------------|-------------------|

----

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

|   | ▪ | changes      in electricity usage by ourcustomers; |
|--------|---------|----------------------------------------------------|

|   | ▪ | illiquidity      in wholesale power and othermarkets; |
|--------|---------|-------------------------------------------------------|

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

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

|   | ▪ | changes      in supply and demand for energycommodities; |
|--------|---------|----------------------------------------------------------|

|   | ▪ | 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. |
|--------|---------|---------------------------------------------------------------------------------------------------------------|

----

----

|   | ▪ | the      potential harmful effects on the environment and human health resulting      from certain unplanned radiological releases associated with the operation      of our 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. |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

----

----

----

----

----

| ITEM      1B.  | UNRESOLVED      STAFF COMMENTS |
|---------------------|--------------------------------|

| ITEM      2.  | PROPERTIES |
|--------------------|------------|

----

|                             |   |      |   | Net          |   |
|----------------------------------|--------|-----------|--------|--------------|--------|
|                             |   |      |   | Demonstrated |   |
|                             |   |      |   | Capacity     |   |
|                             |   | Unit      |   | (MW)         |   |
| 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   |   |         | 830    | (b) |
|                             |   |  3   |   |         | 830    | (c) |
|                             |   |      |   |         |   |   |
| W.      H. Sammis - Stratton, OH |   |  1-7 |   |         | 2,220  |   |
| Kyger      Creek - Chesire, OH   |   |  1-5 |   |         | 210    | (d) |
| Clifty      Creek - Madison, IN  |   |  1-6 |   |         | 253    | (d) |
| Total                            |   |      |   |         | 7,932  |   |
|                             |   |      |   |         |   |   |
| Nuclear      Units               |   |      |   |         |   |   |
| Beaver      Valley-              |   |  1   |   |         | 911    |   |
| Shippingport, PA                 |   |  2   |   |         | 868    | (e) |
| Davis-Besse-                     |   |      |   |         |   |   |
| Oak Harbor, OH                   |   |  1   |   |         | 893    |   |
| Perry-                           |   |      |   |         |   |   |
| N. Perry Village,      OH        |   |  1   |   |         | 1,273  | (f) |
| Total                            |   |      |   |         | 3,945  |   |
|                             |   |      |   |         |   |   |
| Oil/Gas      - Fired/            |   |      |   |         |   |   |
| Pumped Storage      Units        |   |      |   |         |   |   |
| Richland      - Defiance, OH     |   |  1-6 |   |         | 432    |   |
| Seneca      - Warren, PA         |   |  1-3 |   |         | 451    |   |
| Sumpter      - Sumpter Twp, MI   |   |  1-4 |   |         | 340    |   |
| West      Lorain - Lorain, OH    |   |  1-6 |   |         | 545    |   |
| Yards      Creek - Blairstown    |   |      |   |         |   |   |
| Twp., NJ                         |   |  1-3 |   |         | 200    | (g) |
| Other                            |   |      |   |         | 282    |   |
| Total                            |   |      |   |         | 2,250  |   |
| Total                            |   |      |   |         | 14,127 |   |

| Notes: | (a) | Includes      FGCO's leasehold interest of 93.825% (779 MW) and CEIs leasehold interest      of 6.175% (51 MW),      which has been assigned to FGCO. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (b) | Includes      CEIs and TEs leasehold interests of 27.17% (226 MW) and 16.435% (136      MW), respectively,      which have been assigned to FGCO.     |
|   | (c) | Includes      CEIs and TEs leasehold interests of 23.247% (193 MW) and 18.915% (157      MW), respectively,      which have been assigned to FGCO.    |
|   | (d) | Represents      FGCO's 20.5% entitlement based on FirstEnergy's participation in      OVEC.                                                                |
|   | (e) | Includes      OEs and TEs leasehold interests of 21.66% (188 MW) and 18.26% (158 MW),      respectively.                                                   |
|   | (f) | Includes      OEs leasehold interest of 12.58% (160 MW).                                                                                                   |
|   | (g) | Represents      JCP&Ls 50% ownership interest.                                                                                                         |

----

|      |   |         |    |         |   | Substation  |   |
|-----------|--------|--------------|---------|--------------|--------|-------------|--------|
|      |   | Distribution |    | Transmission |   | Transformer |   |
|      |   | Lines        |    | Lines        |   | Capacity    |   |
|      |   | (Miles)      |    | (kV-amperes) |   |
|      |   |         |    |         |   |        |   |
| OE        |   |         | 30,238  |         |   | 550         |   |   | 9,718,000 |   |
| Penn      |   |         | 5,863   |         |   | 44          |   |   | 922,000 |   |
| CEI       |   |         | 25,239  |         |   | 2,144       |   |   | 7,841,000 |   |
| TE        |   |         | 1,982   |         |   | 223         |   |   | 2,503,000 |   |
| JCP&L |   |         | 19,287  |         |   | 2,135       |   |   | 21,608,000 |   |
| Met-Ed    |   |         | 14,942  |         |   | 1,407       |   |   | 9,837,000 |   |
| Penelec   |   |         | 20,091  |         |   | 2,690       |   |   | 14,471,000 |   |
| ATSI*     |   |         | -       |         |   | 5,821       |   |   | 21,429,000 |   |
| Total     |   |         | 117,642 |         |   | 15,014      |   |   | 88,329,000 |   |

|   | * | 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 SECURITYHOLDERS |
|--------------|---------------------------------------------------------|

| ITEM      5. | MARKET      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS      AND ISSUER PURCHASES OF EQUITYSECURITIES |
|--------------|----------------------------------------------------------------------------------------------------------------------|

----

|                                                                                                                   |   | Period                 |
|------------------------------------------------------------------------------------------------------------------------|--------|------------------------|
|                                                                                                                   |   | October      1-31,2007 |   | November      1-30,2007 |   | December      1-31,2007 |   | Fourth      Quarter |
| Total      Number of Shares Purchased (a)                                                                              |   |                   | 66,271     |   |   | 98,238     |   |   | 392,793     |   |   | 557,302     |   |
| Average      Price Paid per Share                                                                                      |   |                   | $67.21     |   |   | $71.81     |   |   | $71.47     |   |   | $71.02     |   |
| 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 2007 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 and      shares purchased as part of publicly announced plans. |   |   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
| (b)    | On      December 10, 2007, FirstEnergy's plan to repurchase up to      16 million shares of its common stock through June 30, 2008, was      concluded.                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |

| 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 MARKETRISK |
|---------------------|----------------------------------------------------------------|

| ITEM      8.  | FINANCIAL      STATEMENTS AND SUPPLEMENTARY DATA |
|--------------------|--------------------------------------------------|

|        | Item      6* | Item      7* | Item      7A | Item      8                   |
|-------------|--------------|--------------|--------------|-------------------------------|
|        |         |         |         |                          |
| FirstEnergy | 1-2          | 3-60         | 39-42        | 63-112                        |
| FES         | N/A          | N/A          | 3-5          |   8-12,      91-145 |
| OE          | N/A          | N/A          | 14-15        | 18-22,      91-145            |
| CEI         | N/A          | N/A          | 24-25        | 28-32,      91-145            |
| TE          | N/A          | N/A          | 34-35        | 38-42,      91-145            |
| JCP&L   | N/A          | N/A          | 44-45        | 49-53,      91-145            |
| Met-Ed      | N/A          | N/A          | 56-57        | 60-64,      91-145            |
| Penelec     | N/A          | N/A          | 66-68        | 71-75,      91-145            |

|   | *FES,      OE, CEI, TE, JCP&L, Met-Ed and Penelec meet the conditions set forth      in General Instruction I(1)(a) and (b) of Form 10-K and are therefore      filing this Form 10-K with the reduced disclosure format specified in      General Instruction I(2) to Form10-K. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ITEM      9.  | CHANGES      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL      DISCLOSURE |
|--------------------|------------------------------------------------------------------------------------------------|

| ITEM      9A.  | CONTROLS      AND PROCEDURES -- FIRSTENERGY |
|---------------------|---------------------------------------------|

----

| ITEM      9A(T).  | CONTROLS      AND PROCEDURES -- FES, OE, CEI, TE, JCP&L, Met-Ed and      Penelec |
|------------------------|--------------------------------------------------------------------------------------|

| ITEM      9B.  | OTHER      INFORMATION |
|---------------------|------------------------|

| ITEM      10.  | DIRECTORS,      EXECUTIVE OFFICERS AND CORPORATEGOVERNANCE |
|---------------------|------------------------------------------------------------|

----

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

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

| ITEM      13. | CERTAIN      RELATIONSHIPS AND RELATEDTRANSACTIONS |
|---------------|----------------------------------------------------|

| ITEM      14.  | PRINCIPAL      ACCOUNTING FEES AND SERVICES |
|---------------------|---------------------------------------------|

|                    |   | Audit      Fees(1)  |   | Audit-Related      Fees |   |
|-------------------------|--------|---------------------|--------|-------------------------|--------|
| Company                 |   | 2007                |   | 2006                    |   | 2007 |   | 2006 |   |
|                    |   | (In      thousands) |   |
| FES                     |   | $                   | 1,091  |                    | $      | - |   | $ | 494 |   | $ | - |   |
| OE                      |   |                | 1,014  |                    |   | 1,495 |   |   | - |   |   | - |   |
| CEI                     |   |                | 719    |                    |   | 726 |   |   | - |   |   | - |   |
| TE                      |   |                | 540    |                    |   | 643 |   |   | - |   |   | - |   |
| JCP&L               |   |                | 701    |                    |   | 816 |   |   | - |   |   | - |   |
| Met-Ed                  |   |                | 528    |                    |   | 576 |   |   | - |   |   | - |   |
| Penelec                 |   |                | 586    |                    |   | 576 |   |   | - |   |   | - |   |
| Other      subsidiaries |   |                | 886    |                    |   | 1,478 |   |   | - |   |   | - |   |
| Total      FirstEnergy  |   | $                   | 6,065  |                    | $      | 6,310 |   | $ | 494 |   | $ | - |   |

|   | (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. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| ITEM      15.  | EXHIBITS,      FINANCIAL STATEMENT SCHEDULES |
|---------------------|----------------------------------------------|

|                                                                                         | FirstEnergy |  FES |  OE |  CEI |  TE |  JCP&L |  Met-Ed |  Penelec |
|----------------------------------------------------------------------------------------------|-------------|-----------|----------|-----------|----------|-----------------|--------------|---------------|
|                                                                                         |        |      |     |      |     |            |         |          |
| Management      Reports                                                                      | 61          | 6         | 16       | 26        | 36       | 47              | 58           | 69            |
| Report      of Independent Registered Public Accounting Firm                                 | 62          | 7         | 17       | 27        | 37       | 48              | 59           | 70            |
| Statements      of Income, Three Years Ended December 31, 2007                          | 63          | 8         | 18       | 28        | 38       | 49              | 60           | 71            |
| Balance      Sheets, December 31, 2007 and 2006                                         | 64          | 9         | 19       | 29        | 39       | 50              | 61           | 72            |
| Statements      of Capitalization, December 31, 2007 and 2006                           | 65-66       | 10        | 20       | 30        | 40       | 51              | 62           | 73            |
| Statements      of Common Stockholders Equity, Three Years Ended      December 31, 2007 | 67          | 11        | 21       | 31        | 41       | 52              | 63           | 74            |
| Statements      of Cash Flows, Three Years Ended December 31, 2007                      | 68          | 12        | 22       | 32        | 42       | 53              | 64           | 75            |
| Notes      to Financial Statements                                                           | 69-112      | 91-145    | 91-145   | 91-145    | 91-145   | 91-145          | 91-145       | 91-145        |

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

|                                                                                                              | FirstEnergy |  FES |  OE |  CEI |  TE |  JCP&L |  Met-Ed |  Penelec |
|-------------------------------------------------------------------------------------------------------------------|-------------|-----------|----------|-----------|----------|-----------------|--------------|---------------|
|                                                                                                              |        |      |     |      |     |            |         |          |
| Report      of Independent Registered Public Accounting Firm                                                      | 78          | 79        | 80       | 81        | 82       | 83              | 84           | 85            |
|                                                                                                              |        |      |     |      |     |            |         |          |
| Schedule      II -- Consolidated Valuation and Qualifying Accounts, Three Years Ended      December 31, 2007 | 86          | 87        | 88       | 89        | 90       | 91              | 92           | 93            |

| 3. | Exhibits      FirstEnergy |
|----|---------------------------|

| 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)                                                                                                                                                                                |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (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 10-1)                                                                                                                                                                                      |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-10         | Restricted      Stock Agreement between FirstEnergy Corp. and H. P. Burg. (2000 Form 10-K,      Exhibit 10-2)                                                                                                                                                                                           |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-11         | Stock      Option Agreement between FirstEnergy Corp. and officers dated      November 22, 2000. (2000 Form 10-K, Exhibit 10-3)                                                                                                                                                                    |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-12         | Stock      Option Agreement between FirstEnergy Corp. and officers dated      March 1, 2000. (2000 Form 10-K, Exhibit 10-4)                                                                                                                                                                        |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-13         | Stock      Option Agreement between FirstEnergy Corp. and director dated      January 1, 2000. (2000 Form 10-K, Exhibit 10-5)                                                                                                                                                                      |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-14         | Stock      Option Agreement between FirstEnergy Corp. and two directors dated      January 1, 2001. (2000 Form 10-K, Exhibit 10-6)                                                                                                                                                                 |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-15         | Executive      and Director Incentive Compensation Plan dated May 15, 2001. (2001 Form      10-K, Exhibit 10-1)                                                                                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-16         | Amended      FirstEnergy Corp. Deferred Compensation Plan for Directors, revised      September 18, 2000. (2001 Form 10-K, Exhibit 10-2)                                                                                                                                                                |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-17         | Stock      Option Agreements between FirstEnergy Corp. and Officers dated      May 16, 2001. (2001 Form 10-K, Exhibit 10-3)                                                                                                                                                                        |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-18         | Form      of Restricted Stock Agreements between FirstEnergy Corp. and Officers.      (2001 Form 10-K, Exhibit 10-4)                                                                                                                                                                                    |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-19         | Stock      Option Agreements between FirstEnergy Corp. and One Director dated      January 1, 2002. (2001 Form 10-K, Exhibit 10-5)                                                                                                                                                                 |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-20         | FirstEnergy      Corp. Executive Deferred Compensation Plan. (2001 Form 10-K, Exhibit      10-6)                                                                                                                                                                                                        |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-21         | Executive      Incentive Compensation Plan-Tier 2. (2001 Form 10-K, Exhibit      10-7)                                                                                                                                                                                                                  |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-22         | Executive      Incentive Compensation Plan-Tier 3. (2001 Form 10-K, Exhibit      10-8)                                                                                                                                                                                                                  |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-23         | Executive      Incentive Compensation Plan-Tier 4. (2001 Form 10-K, Exhibit      10-9)                                                                                                                                                                                                                  |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-24         | Executive      Incentive Compensation Plan-Tier 5. (2001 Form 10-K, Exhibit      10-10)                                                                                                                                                                                                                 |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (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, Exhibit10-11)                                                                                                                                                   |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (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 10-12) |
|                                                     |                                                                                                                                                                                                                                                                                                    |
| (C)10-27         | GPU,      Inc. Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees.      (2001 Form 10-K, Exhibit 10-13)                                                                                                                                                                               |

----

|                                                     |                                                                                                                                                                                                                                                         |
|----------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (C)10-28         | Executive      and Director Stock Option Agreement dated June 11, 2002. (2002 Form 10-K,      Exhibit 10-1)                                                                                                                                                  |
|                                                     |                                                                                                                                                                                                                                                         |
| (C)10-29         | Director      Stock Option Agreement. (2002 Form 10-K, Exhibit 10-2)                                                                                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                         |
| (C)10-30         | Executive      and Director Executive Incentive Compensation Plan, Amendment dated May      21, 2002. (2002 Form 10-K, Exhibit 10-3)                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                         |
| (C)10-31         | Directors      Deferred Compensation Plan, Revised Nov. 19, 2002. (2002 Form 10-K,      Exhibit 10-4)                                                                                                                                                        |
|                                                     |                                                                                                                                                                                                                                                         |
| (C)10-32         | Executive      Incentive Compensation Plan 2002. (2002 Form 10-K, Exhibit      10-5)                                                                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                         |
| (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      10-12)                                                                                                      |
|                                                     |                                                                                                                                                                                                                                                         |
| (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 10-13) |
|                                                     |                                                                                                                                                                                                                                                         |
| (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 10-14)                                  |
|                                                     |                                                                                                                                                                                                                                                         |
| (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      10-15)           |

----

|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
|----------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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      10-16)                                                                                                                                                                                                   |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (C)10-50         | Executive      and Director Incentive Compensation Plan, Amendment dated January 18,      2005. (2004 Form 10-K, Exhibit 10-3)                                                                                                                                                                                                                                   |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (C)10-51         | Form      of Restricted Stock Agreements, between FirstEnergy and Officers. (2004      Form 10-K, Exhibit 10-4)                                                                                                                                                                                                                                                  |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (C)10-52         | Form      of Restricted Stock Unit Agreements (Performance Adjusted), between      FirstEnergy and Officers. (2004 Form 10-K, Exhibit10-5)                                                                                                                                                                                                                       |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (C)10-53         | Form      of Restricted Stock Agreement, between FirstEnergy and an officer. (2004      Form 10-K, Exhibit 10-6)                                                                                                                                                                                                                                                 |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 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) |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (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      Administrative Agent for the Banks. (2005 Form 10-K, Exhibit      10-1)                                                                                                                       |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (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. (2005 Form 10-K, Exhibit 10-3)                                                                              |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 10-60                                          | GENCO      Power Supply Agreement dated as of October 14, 2005 between FirstEnergy      Generation Corp. (Seller) and FirstEnergy Solutions Corp.      (Buyer).  (2005 Form 10-K, Exhibit 10-5)                                                                                                                                                        |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 10-61                                          | Nuclear      Power Supply Agreement dated as of October 14, 2005 between FirstEnergy      Nuclear Generation Corp. (Seller) and FirstEnergy Solutions Corp. (Buyer).      (2005 Form 10-K, Exhibit 10-8)                                                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (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. (2005 Form 10-K, Exhibit  10-2)                                                                                                                                 |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| (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. (2005 Form 10-K,      Exhibit 10-4)                                                                                                                |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 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) (2005 Form 10-K, Exhibit      10-6)                                                                                                               |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 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) (2005 Form 10-K, Exhibit      10-7)                                                                                                            |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 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) (2005 Form 10-K, Exhibit 10-9)                                                                                                                                                   |
|                                                     |                                                                                                                                                                                                                                                                                                                                                             |
| 10-67                                          | Electric      Power Supply Agreement dated as of October 31, 2005 between FirstEnergy      Solutions Corp. (Seller) and Pennsylvania Power Company (Buyer). (2005      Form 10-K, Exhibit 10-10)                                                                                                                                                                 |

----

|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (E)10-68         | Form      of Guaranty Agreement dated as of April 3, 2006 by FirstEnergy Corp. in      favor of the Participating Banks, Barclays Bank PLC, as administrative      agent and fronting bank, and KeyBank National Association, as syndication      agent, under the related Letter of Credit and Reimbursement Agreement.      (March 2006 10-Q, Exhibit 10-1) |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (E)10-69               | Form      of Letter of Credit and Reimbursement Agreement dated as of April 3, 2006      among FirstEnergy Generation Corp., the Participating Banks, Barclays Bank      PLC, as administrative agent and fronting bank, and KeyBank National      Association, as syndication agent. (March 2006 10-Q, Exhibit      10-2)                                    |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (E)10-70               | Form      of Trust Indenture dated as of April 1, 2006 between the Ohio Water      Development Authority and The Bank of New York Trust Company, N.A. as      Trustee securing pollution control revenue refunding bonds issued on      behalf of FirstEnergy Generation Corp. (March 2006 10-Q, Exhibit      10-3)                                           |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (E)10-71               | Form      of Waste Water Facilities Loan Agreement between the Ohio Water      Development Authority and FirstEnergy Generation Corp. dated as of April      1, 2006. (March 2006 10-Q, Exhibit 10-4)                                                                                                                                                         |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-72               | Form      of Restricted Stock Agreement between FirstEnergy and A. J. Alexander,      dated February 27, 2006. (March 2006 10-Q, Exhibit10-6)                                                                                                                                                                                                                 |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-73               | Form      of Restricted Stock Unit Agreement (Performance Adjusted) between      FirstEnergy and A.J. Alexander, dated March 1, 2006. (March 2006 10-Q,      Exhibit 10-7)                                                                                                                                                                                    |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-74               | Form      of Restricted Stock Unit Agreement (Performance Adjusted) between      FirstEnergy and named executive officers, dated March 1, 2006. (March 2006      10-Q, Exhibit 10-8)                                                                                                                                                                          |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-75               | Form      of Restricted Stock Unit Agreement (Discretionary) between FirstEnergy and      R.H. Marsh, dated March 1, 2006. (March 2006 10-Q, Exhibit      10-9)                                                                                                                                                                                               |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| 10-76                                                | Confirmation      dated August 9, 2006 between FirstEnergy Corp and JP Morgan Chase Bank      National Association (September 2006 10-Q, Exhibit10-1)                                                                                                                                                                                                         |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (F)10-77               | Form      of Trust Indenture dated as of December 1, 2006 between the Ohio Water      Development Authority and The Bank of New York Trust Company, N.A. as      Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds      (FirstEnergy Nuclear Generation Corp. Project) (2006 Form 10-K, Exhibit      10.1)                             |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (G)10-78               | Form      of Supplemental Letter of Credit Agreement, dated as of December 5, 2006      among FirstEnergy Corp., FirstEnergy Generation Corp. and Barclays Bank      PLC, as Fronting Bank (FirstEnergy Generation Corp. Project) (2006 Form      10-K, Exhibit 10.2)                                                                                         |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| 10-79                                                | Form      of Letter of Credit and Reimbursement Agreement dated as of December 28,      2006 among FirstEnergy Corp., as Obligor, The Lenders Named Herein, as      Lender, and Wachovia Fixed Income Structured Trading Solutions, LLC as      Administrative Agent and as Fronting Bank (2006 Form 10-K, Exhibit      10.3)                                 |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (F)10-80               | Form      of Waste Water Facilities and Solid Waste Facilities Loan Agreement      between the Ohio Water Development Authority and FirstEnergy Nuclear      Generation Corp. dated as of December 1, 2006. (2006 Form 10-K, Exhibit      10.4)                                                                                                               |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| (C)10-81               | Amendment      to Employment Agreement for Richard R. Grigg dated January 16, 2007.      (2006 Form 10-K, Exhibit 10.5)                                                                                                                                                                                                                                  |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| 10-82                                                | Confirmation      dated March 1, 2007 between FirstEnergy Corp. and Morgan Stanley and      Co., International Limited. (March 2007 10-Q, Exhibit  10.1)                                                                                                                                                                                                 |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |
| 10-83                                                | Form      of U.S. $250,000,000 Credit Agreement, dated as of March 2, 2007,      between FirstEnergy Corp., as Borrower, and Morgan Stanley Senior Funding,      Inc., as Lender. (March 2007 10-Q, Exhibit 10.2)                                                                                                                                        |
|                                                           |                                                                                                                                                                                                                                                                                                                                                          |

----

| 10-84                                          | Form      of Guaranty dated as of March 2, 2007, between FirstEnergy Corp., as      Guarantor, and Morgan Stanley Senior Funding, Inc., as Lender under a U.S.      $250,000,000 Credit Agreement dated as of March 2, 2007, with      FirstEnergy Solutions Corp., as Borrower. (March 2007 10-Q, Exhibit      10.2) |
|----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                     |                                                                                                                                                                                                                                                                                                                            |
| (C)10-85         | FirstEnergy      Corp. Executive Deferred Compensation Plan as amended September 18,      2007 (September 2007 10-Q, Exhibit 10.2)                                                                                                                                                                                         |
|                                                     |                                                                                                                                                                                                                                                                                                                            |
| (C)10-86         | FirstEnergy      Corp. Supplemental Executive Retirement Plan as amended September 18,      2007 (September 2007 10-Q, Exhibit10.3)                                                                                                                                                                                        |

| (A)      (C) 10-87  | Form      of Special Severance Agreements of the Chief Executive Officer, Chief      Financial Officer and certain other members of senior management,      including some of the other named executive  officers |
|--------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (A) (C)      10-88 | Employment      Agreement between FirstEnergy Corp. and Gary R. Leidich, dated February      26, 2008                                     |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                      |
| (A) (C)      10-89 | Amendment to      Employment Agreement between FirstEnergy Corp. and Richard R. Grigg, dated      February 26, 2008                       |
|               |                                                                                                                                      |
| (A) (C)      10-90 | Form of      Restricted Stock Unit Agreement for Gary R. Leidich (per Employment      Agreement dated February 26, 2008)                  |
|               |                                                                                                                                      |
| (A) (C)      10-91 | Form of      Restricted Stock Agreement Amendment for Gary R. Leidich dated February      26, 2008                                        |
|               |                                                                                                                                      |
| (A) (C)      10-92 | Form of      Restricted Stock Unit Agreement for Richard R. Grigg (per Employment      Agreement dated February 26, 2008)                 |
|               |                                                                                                                                      |
| (A) (C)      10-93 | Form of      Restricted Stock Unit Agreement for named executive officers dated March      3, 2008                                        |
|               |                                                                                                                                      |
| (A) (C)      10-94 | Form of 2007      Incentive Compensation Plan Performance Share Award for the performance      period January 1, 2008 to December 31,2010 |

| (A)12.1                                                   | Consolidated      fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (A)13.1                                                   | FirstEnergy      2007 Annual Report to Stockholders. (Only those portions expressly      incorporated by reference in this Form 10K are to be deemed filed      with the SEC.)                                                                                                                                                                                                                                                                                                    |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (A)21                                           | List      of Subsidiaries of the Registrant at December 31,    2007.                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (A)23.1                                                   | 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).                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (A)31.2                                                   | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (A)32                                      | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (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. |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (E)                    | Three      substantially similar agreements, each dated as of the same date, were      executed and delivered by the registrant and its affiliates with respect      to three other series of pollution control revenue refunding bonds issued      by the Ohio Water Development Authority and the Beaver County Industrial      Development Authority relating to pollution control notes of FirstEnergy      Generation Corp. and FirstEnergy Nuclear Generation  Corp.             |

----

|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (F)                    | Seven      substantially similar agreements, each dated as of the same date, were      executed and delivered by the registrant and its affiliates with respect      to one other series of pollution control revenue refunding bonds issued by      the Ohio Water Development Authority, three other series of pollution      control bonds issued by the Ohio Air Quality Development Authority and the      three other series of pollution control bonds issued by the Beaver County      Industrial Development Authority, relating to pollution control notes of      FirstEnergy Generation Corp. and FirstEnergy Nuclear Generation      Corp. |
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (G)                    | Two      substantially similar agreements, each dated as of the same date, were      executed and delivered by the registrant and its affiliates with respect      to two other series of pollution control revenue refunding bonds issued by      the Ohio Air Quality Development Authority, and the Beaver County      Industrial Development Authority relating to pollution control notes of      FirstEnergy Generation Corp.                                                                                                                                                                                                                     |

| 3-1    | Articles of      Incorporation of FirstEnergy Solutions Corp., as amended August 31,      2001 (Form      S-4 dated August 6, 2007, Exhibit 3.1) |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                  |
| 3-2    | Code of Regulations of      FirstEnergy Solutions Corp. (Form S-4 dated August      6, 2007, Exhibit 3.4)                                             |

| 10-1   | Form of 6.85% Exchange      Certificate due 2034 (Form S-4 dated August      6, 2007, Exhibit 4.1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-2   | Guaranty of FirstEnergy      Solutions Corp., dated as of July 1,      2007 (Form      8-K/A filed August 2,      2007 by FirstEnergy      Corp. (333-21011), Exhibit      10-9)                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-3   | Indenture of Trust,      Open-End Mortgage and Security Agreement, dated as of July 1,      2007,      between the applicable Lessor and The Bank of New York Trust Company,      N.A., as Indenture Trustee      (Form 8-K/A filed August 2,      2007 by FirstEnergy      Corp. (333-21011), Exhibit 10-3)                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-4   | 6.85% Lessor Note due      2034 (Form 8-K/A filed August 2,      2007 by      FirstEnergy Corp. (333-21011), Exhibit 10-3)                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-5   | Registration Rights      Agreement, dated as of July 13, 2007, among FirstEnergy Generation      Corp., FirstEnergy Solutions Corp., The Bank of New York Trust Company,      N.A., as Pass Through Trustee, Morgan Stanley & Co. Incorporated, and      Credit Suisse Securities (USA) LLC, as representatives of the several      initial purchasers named in the Purchase Agreement (Form 8-K/A filed      August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit      10-14)                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-6   | Participation      Agreement, dated as of June 26, 2007, among FirstEnergy Generation      Corp., as Lessee, FirstEnergy Solutions Corp., as Guarantor, the      applicable Lessor, U.S. Bank Trust National Association, as Trust Company,      the applicable Owner Participant, The Bank of New York Trust Company,      N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A.,      as Pass Through Trustee (Form 8-K/A filed August 2, 2007 by      FirstEnergy Corp. (333-21011), Exhibit10-1) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-7   | Trust Agreement, dated      as of June      26, 2007,      between the applicable Owner Participant and U.S. Bank Trust National      Association, as Owner Trustee (Form 8-K/A filed August 2,      2007 by      FirstEnergy Corp. (333-21011), Exhibit10-2)                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10-8   | Pass Through Trust      Agreement, dated as of June 26, 2007, among FirstEnergy      Generation Corp., FirstEnergy Solutions Corp., and The Bank of New York      Trust Company, N.A., as Pass Through      Trustee (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-12)                                                                                                                                                                                                         |

----

|   |                                                                                                                                                                                                                                    |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-9   | Bill of Sale and      Transfer, dated as of July 1, 2007, between FirstEnergy      Generation Corp. and the applicable Lessor (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-5) |
|   |                                                                                                                                                                                                                                    |
| 10-10  | Facility Lease      Agreement, dated as of July 1, 2007, between FirstEnergy      Generation Corp. and the applicable Lessor (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-6)  |
|   |                                                                                                                                                                                                                                    |
| 10-11  | Site Lease, dated as of      July 1, 2007, between FirstEnergy      Generation Corp. and the applicable Lessor (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-7)                |
|   |                                                                                                                                                                                                                                    |
| 10-12  | Site Sublease, dated as      of July 1, 2007, between FirstEnergy      Generation Corp. and the applicable Lessor (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-8)             |
|   |                                                                                                                                                                                                                                    |
| 10-13  | Support Agreement,      dated as of July 1, 2007, between FirstEnergy      Generation Corp. and the applicable Lessor (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-10)        |

| 10-14  | Second Amendment to the      Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of      July 1, 2007, between FirstEnergy      Generation Corp., The Cleveland Electric Illuminating Company and The      Toledo Edison Company (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-11) |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-15  | OE Fossil Purchase and      Sale Agreement by and between Ohio Edison Company (Seller) and FirstEnergy      Generation Corp. (Purchaser) (Form 10-Q filed August 1, 2005 by      FirstEnergy Corp. (333-21011), Exhibit 10.2)                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-16  | CEI Fossil Purchase and      Sale Agreement by and between The Cleveland Electric Illuminating Company      (Seller) and FirstEnergy Generation Corp. (Purchaser) (Form 10-Q      filed August 1, 2005 by FirstEnergy Corp. (333-21011), Exhibit      10.6)                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-17  | TE Fossil Purchase and      Sale Agreement by and between The Toledo Edison Company (Seller) and      FirstEnergy Generation Corp. (Purchaser) (Form 10-Q filed August 1, 2005      by FirstEnergy Corp. (333-21011), Exhibit 10.2)                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-18  | Agreement, dated      August 26, 2005, by and between      FirstEnergy Generation Corp. and Bechtel Power Corporation (Form 10-Q      filed November 2,      2005 by      FirstEnergy Corp., (333-21011),  Exhibit 10-2)                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-19  | CEI Fossil Note, dated      October      24, 2005,      of FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.15)                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-20  | CEI Fossil Security      Agreement, dated October 24,      2005, by      and between FirstEnergy Generation Corp. and The Cleveland      Electric Illuminating Company (Form S-4/A dated      August 20, 2007, Exhibit 10.16)                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-21  | OE Fossil Note,      dated October 24,      2005, of      FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.17)                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                    |
| 10-22  | OE Fossil      Security Agreement, dated October 24,      2005, by      and between FirstEnergy Generation Corp. and Ohio Edison      Company      (Form S-4/A dated August 20, 2007, Exhibit  10.18)                                                                                                                                         |

----

|   |                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-23  | Amendment No.      1 to OE Fossil      Security Agreement, dated as of June 30, 2007, between FirstEnergy      Generation Corp. and Ohio Edison Company (Form S-4/A dated      August 20, 2007, Exhibit 10.19)        |
|   |                                                                                                                                                                                                                            |
| 10-24  | PP Fossil Note, dated      October 24,      2005, of      FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.20)                                                                              |
|   |                                                                                                                                                                                                                            |
| 10-25  | PP Fossil      Security Agreement, dated October 24,      2005, by      and between FirstEnergy Generation Corp. and Pennsylvania Power      Company      (Form S-4/A dated August 20, 2007, Exhibit10.21)            |
|   |                                                                                                                                                                                                                            |
| 10-26  | Amendment No.      1 to PP Fossil      Security Agreement, dated as of June 30, 2007, between FirstEnergy      Generation Corp. and Pennsylvania Power Company (Form S-4/A dated      August 20, 2007, Exhibit 10.22) |
|   |                                                                                                                                                                                                                            |
| 10-27  | TE Fossil Note,      dated October 24,      2005, of      FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.23)                                                                              |
|   |                                                                                                                                                                                                                            |
| 10-28  | TE Fossil      Security Agreement, dated October 24,      2005, by      and between FirstEnergy Generation Corp. and The Toledo Edison      Company      (Form S-4/A dated August 20, 2007, Exhibit  10.24)           |

| 10-29  | CEI Nuclear      Note, dated December 16,      2005, of      FirstEnergy Nuclear Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.25)                                                                                                       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                |
| 10-30  | CEI Nuclear      Security Agreement, dated December 16,      2005, by      and between FirstEnergy Nuclear Generation Corp. and The Cleveland      Electric Illuminating Company (Form S-4/A dated      August 20, 2007, Exhibit 10.26)                   |
|   |                                                                                                                                                                                                                                                                |
| 10-31  | OE Nuclear Note, dated      December      16, 2005,      of FirstEnergy Nuclear Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit      10.27)                                                                                                   |
|   |                                                                                                                                                                                                                                                                |
| 10-32  | PP Nuclear Note,      dated December 16,      2005, of      FirstEnergy Nuclear Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.28)                                                                                                        |
|   |                                                                                                                                                                                                                                                                |
| 10-33  | TE Nuclear Note, dated      December      16, 2005,      of FirstEnergy Nuclear Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.29)                                                                                                        |
|   |                                                                                                                                                                                                                                                                |
| 10-34  | TE Nuclear Security      Agreement, dated December 16,      2005, by      and between FirstEnergy Nuclear Generation Corp. and The Toledo      Edison Company (Form S-4/A dated      August 20, 2007, Exhibit 10.30)                                           |
|   |                                                                                                                                                                                                                                                                |
| 10-35  | Mansfield Power Supply      Agreement, dated August 10,      2006,      among The Cleveland Electric Illuminating Company, The Toledo Edison      Company and FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.31)                   |
|   |                                                                                                                                                                                                                                                                |
| 10-36  | Nuclear Power Supply      Agreement, dated August 10,      2006,      between FirstEnergy Nuclear Generation Corp. and FirstEnergy      Solutions Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.32)                                                 |
|   |                                                                                                                                                                                                                                                                |
| 10-37  | Revised Power Supply      Agreement, dated December 8,      2006,      among FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland      Electric Illuminating Company and The Toledo Edison Company (Form S-4/A dated      August 20, 2007, Exhibit10.34) |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-38  | Second Restated Partial      Requirements Agreement, dated January 1,      2007,      among Metropolitan Edison Company, Pennsylvania Electric Company, The      Waverly Electric Power and Light Company and FirstEnergy Solutions      Corp.      (Form S-4/A dated August 20, 2007, Exhibit10.35)                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-39  | GENCO Power Supply      Agreement, dated January 1,      2007,      between FirstEnergy Generation Corp. and FirstEnergy Solutions      Corp.      (Form S-4/A dated August 20, 2007, Exhibit10.36)                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-40  | Form of U.S.      $250,000,000 Credit Agreement, dated as of March 2,      2007,      between FirstEnergy Solutions Corp., as Borrower, and Morgan Stanley      Senior Funding, Inc., as Lender (Form 10-Q filed May 9, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-2)                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-41  | Form of Guaranty dated      as of March 2,      2007,      between FirstEnergy Corp., as Guarantor, and Morgan Stanley Senior      Funding, Inc., as Lender under the U.S. $250,000,000 Credit Agreement,      dated as of March 2,      2007, with      FirstEnergy Solutions Corp., as Borrower (Form 10-Q filed      May 9, 2007 by FirstEnergy Corp.      (333-21011), Exhibit 10-3) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-42  | Guaranty, dated as of      March 26, 2007, by FirstEnergy      Generation Corp. on behalf of FirstEnergy Solutions Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.39)                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10-43  | Guaranty, dated as of      March 26, 2007, by FirstEnergy      Solutions Corp. on behalf of FirstEnergy Generation Corp. (Form S-4/A dated      August 20, 2007, Exhibit10.40)                                                                                                                                                                                                                          |

| 10-44                                                           | Guaranty, dated as of      March 26, 2007, by FirstEnergy      Solutions Corp. on behalf of FirstEnergy Nuclear Generation      Corp.      (Form S-4/A dated August 20, 2007, Exhibit10.41)                                                          |
|-----------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            |                                                                                                                                                                                                                                                           |
| 10-45                                                           | Guaranty, dated as of      March 26,      2007, by      FirstEnergy Nuclear Generation Corp. on behalf of FirstEnergy      Solutions Corp. (Form S-4/A dated      August 20, 2007, Exhibit 10.42)                                                    |
|                                                            |                                                                                                                                                                                                                                                           |
| 10-46                                                           | Consent Decree dated      March 18,      2005 (Form      8-K dated March 18,      2005 by      FirstEnergy Corp. (333-21011), Exhibit 10.1)                                                                                                                    |
|                                                            |                                                                                                                                                                                                                                                           |
| 10-47                                                           | Amendment      to Agreement for Engineering, Procurement and Construction of Air Quality      Control Systems by and between FirstEnergy Generation Corp. and Bechtel      Power Corporation dated September 14, 2007 (September 2007 10-Q, Exhibit      10.1) |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)10-48                                                        | Asset      Purchase Agreement by and between Calpine Corporation, as Seller, and      FirstEnergy Generation Corp., as Buyer, dated as of January 28,      2008                                                                                                |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)12.2                                          | Consolidated      Fixed Charged Ratios.                                                                                                                                                                                                                        |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)13.2                                          | FES      2007 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)31.1                                          | Certification      of chief executive officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                           |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)31.2                                          | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                           |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)32                             | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                    |
|                                                            |                                                                                                                                                                                                                                                           |
| (A)           | Provided      herein in electronic format as anexhibit.                                                                                                                                                                                                        |

----

| 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 8K, Exhibit 21) |
|--------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                                                                                                                                         |
| 3-1                                  | Amended      Articles of Incorporation, Effective June 21, 1994, constituting OEs      Articles of Incorporation. (1994 Form 10K,      Exhibit 31).                                           |
|                                 |                                                                                                                                                                                                         |
| 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).                                                                                                   |
|                                 |                                                                                                                                                                                                         |
| (A)3-4      | Amended      and Restated Articles of Incorporation of Ohio Edison Company, Effective      December 18, 2007                                                                                            |
|                                 |                                                                                                                                                                                                         |
| (A)3-5      | Amended      and Restated Code of Regulation of Ohio Edison Company, dated      December 14, 2007                                                                                                       |
|                                 |                                                                                                                                                                                                         |
| (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)                |
| 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)                |
|                          |   |                                  |   | Incorporated      by   |
|                          |   |                                  |   | Reference      to      |
| Dated      as of              |   | File      Reference                   |   | Exhibit      No.       |
| 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)      |
|                         |   |     |   |      |

| (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.                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                        |
| 4-4    | Officers      Certificate (including the forms of the 6.40% Senior Notes due 2016 and      the 6.875% Senior Notes due 2036), dated June 21, 2006. (Form 8-K      dated June 26, 2006, Exhibit 4)                                      |
|   |                                                                                                                                                                                                                                        |
| 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))                                                                                                                                                                        |
|                                         |                                                                                                                                                                                                                                                                                                                                                                          |
| 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.)                                                                                                                                                        |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (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.)                                                                                                                                                    |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (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, FileExhibit 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.)                                                        |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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.)                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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.)                                                                                                                                                                                    |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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.)                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (E)10-90       | 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.)                                                                   |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (E)10-91       | 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)10-92       | 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)10-93       | 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 10K,    Exhibit 10100.)        |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-94       | 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)10-95       | 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)10-96       | 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 10K,      Exhibit 284.)                                                                                                                                                       |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-97       | 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 10103.)                                                                                                                       |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-98       | 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 10122.)                                                                                                                      |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-99       | 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 285.)                                                                                                                        |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-100                | 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 10K, Exhibit 286.)                                                                                                                                                                                                                                                                 |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-101                | 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)10-102                | 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.) |
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (E)10-103                | 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)10-104                | 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)10-105                | 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)10-106           | 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)10-107           | 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)10-108           | 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)10-109           | 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)10-110           | 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)10-111           | 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)10-112           | 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)10-113           | 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)10-114           | 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.)                                                                                     |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (F)10-115           | 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)10-116           | 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)10-117           | 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)10-118     | 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)10-119     | 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)10-120     | 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)10-121     | 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)10-122     | 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)10-123     | 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)10-124     | 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)10-125     | 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)10-126     | 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)10-127     | 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)10-128     | 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.)                                                                                                                                                                                    |
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (F)10-129     | 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)10-130     | 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)10-131     | 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.)                                                                                                                                                     |

----

|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10-132                                        | Operating      Agreement dated March 10, 1987 with respect to Perry Unit No. 1      between the CAPCO Companies. (1987 Form 10-K,      Exhibit 28-24.)                                                                                                                                                                                                                                                    |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-133                                        | 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.)                                                                                                                                                                                 |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-134                                        | 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.)                                                                                                                                                                                                                                    |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-135                                        | 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. (2004 Form 10-K, Exhibit      10-9)                                                                                                   |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-136                                        | 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. (2004      Form 10-K, Exhibit 10-10)                                                                                                                                         |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-137                                        | OE      Nuclear Capital Contribution Agreement by and between Ohio Edison Company      and FirstEnergy Nuclear Generation Corp. (June 2005 10-Q, Exhibit      10.1)                                                                                                                                                                                                                                                           |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-138                                        | 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)                                                                                                                                                                                                                                                 |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-139                                        | Consent      Decree dated as of March 18, 2005. (Form 8-K dated March 18, 2005, Exhibit      10.1)                                                                                                                                                                                                                                                                                                                            |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-140                                        | 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). (2005 Form 10-K, Exhibit      10-6)                                                                                                                                                                           |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10-141                                        | Power      Supply Agreement dated as of October 31, 2005 between FirstEnergy      Solutions Corp. (Seller) and the FirstEnergy Operating Companies - OE, CEI      and TE (Buyers). (2005 Form 10-K, Exhibit 10-9)                                                                                                                                                                                                             |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (A)12.3                                       | Consolidated      Fixed Charged Ratios.                                                                                                                                                                                                                                                                                                                                                                                       |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (A)13.2                                       | OE      2007 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)23.2                                       | 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).                                                                                                                                                                                                                                                                                                                          |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (A)31.2                                       | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                                                          |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (A)32                          | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                                                                                                                                                                                   |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (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.  |

| 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 members 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).                                                                                                                                                                                                                                                                                                            |
|--------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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). |
|--------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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).                                                                                                                                                                     |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

| 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.                                                                                       |
|                                                                       |                                                                                                                                                                                                                                         |
| (A)3d                                   | Amended      and Restated Articles of Incorporation of The Cleveland Electric      Illuminating Company, Effective December 21, 2007                                                                                                    |
|                                                                       |                                                                                                                                                                                                                                         |
| (A)3e                                   | Amended      and Restated Code of Regulations of The Cleveland Electric Illuminating      Company, dated December 14, 2007                                                                                                              |
|                                                                       |                                                                                                                                                                                                                                         |
| (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).                     |
| 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).                                                                                                                                                                          |
| 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.                                                |
|                                   |                                                                                                                                                                                                                                                   |
| 4-2           | Officers      Certificate (including the form of 5.95% Senior Notes due 2036), dated as      of December 11, 2006. (Form 8-K dated December 11, 2006, Exhibit      4)                                                                                  |
|                                   |                                                                                                                                                                                                                                                   |
| 4-3           | Officers      Certificate (including the form of 5.70% Senior Notes due 2017), dated as      of March 27, 2007 (Form 8-K dated March 28, 2007, Exhibit      4).                                                                              |
|                                   |                                                                                                                                                                                                                                                   |
| 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)                                                                                                                                                                                     |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 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) (2005 Form 10-K, Exhibit      10-6)                                                                                                                                         |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 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) (2005 Form 10-K, Exhibit 10-9)                                                                                                                                                                             |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| 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) (2005 Form 10-K, Exhibit      10-7)                                                                                                                                      |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (A)12.4                | Consolidated      fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                     |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (A)13.2                | CEI      2007 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)31.1                | Certification      of chief executive officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                       |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (A)31.2                | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                       |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (A)32                  | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                                                                                                                                                |
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (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. |

|                                   |                                                                                                                                                          |
|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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)                                                        |
|                                   |                                                                                                                                                          |
| (A)3c              | Amended      and Restated Articles of Incorporation of The Toledo Edison Company,      Effective December 18, 2007                                       |
|                                   |                                                                                                                                                          |

----

| (A)3d            | Amended      and Restated Code of Regulations of The Toledo Edison Company, dated      December 14, 2007                                                                                                              |
|-------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                    |                                                                                                                                                                                                                       |
| (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).                                                                                                       |
| 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).                                                                                                                                                         |
|                                                                    |                                                                                                                                                                                                                       |
| 4-1                                       | Officers      Certificate (including the form of 6.15% Senior Notes due 2037), dated      November 16, 2006. (Form 8-K dated November 16, 2006, Exhibit      4)                                                            |
|                                                                    |                                                                                                                                                                                                                       |

----

| 4-2      | Indenture      dated as of November 1, 2006, between TE and The Bank of New York Trust      Company, N.A. (2006 Form 10-K, Exhibit 4)                                                                                                                                                                                                                                                    |
|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-1          | 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)                                                                                                                                                                                             |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-2          | 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)                                                                                                                                                                                                      |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-3          | 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) (2005 Form 10-K, Exhibit      10-6)                                                                                                                                       |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-4          | Power      Supply Agreement dated as of October 31, 2005 between FirstEnergy      Solutions Corp. (Seller) and the FirstEnergy Operating Companies OE, CEI      and TE (Buyers) (2005 Form 10-K, Exhibit 10-9)                                                                                                                                                                           |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10-5          | 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) (2005 Form 10-K, Exhibit      10-7)                                                                                                                                    |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)12.5       | Consolidated      fixed charge ratios.                                                                                                                                                                                                                                                                                                                                                   |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)13.2       | TE      2007 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)31.1       | Certification      of chief executive officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                     |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)31.2       | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                                                                                                     |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)32         | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                                                                                                                                              |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)           | Provided      herein in electronic format as an exhibit.                                                                                                                                                                                                                                                                                                                                 |
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |
| (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-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.                                                              |
|                           |                                                                                                                                                                                                                        |
| 3-C        | By-Laws      of JCP&L, as amended July 11, 2007 (June 2007 10-Q,Exhibit      3)                                                                                                                                    |
|                           |                                                                                                                                                                                                                        |
| (A)3-D     | Amended      and Restated Certificate of Incorporation of Jersey Central Power &      Light Company, Filed February 14, 2008                                                                                       |
|                           |                                                                                                                                                                                                                        |
| (A)3-E     | Amended      and Restated Bylaws of Jersey Central Power & Light Company, dated      January 9, 2008                                                                                                               |
|                           |                                                                                                                                                                                                                        |

----

| 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&Ls 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.                                                                                                                                                                                                                                                                                                                                              |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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.        |
|   |                                                                                                                                                                                              |
| 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.                                                                                                                                          |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 4-G                            | Indenture      dated as of August 10, 2006 between JCP&L Transition Funding II LLC as      Issuer and The Bank of New York as Trustee. (Form 8-K      dated August 10, 2006, Exhibit 4-1)                                                                                                                                  |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 4-H                            | 2006-A      Series Supplement dated as of August 10, 2006 between JCP&L Transition      Funding II LLC as Issuer and The Bank of New York as Trustee. (Form 8-K      dated August 10, 2006, Exhibit 4-2)                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 10-1                                     | Form      of Jersey Central Power & Light Company 6.40% Senior Note due 2036.      (Form 8-K dated May 12, 2006, Exhibit 10-1)                                                                                                                                                                                             |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 10-2                                     | Registration      Rights Agreement, dated as of May 12, 2006, among Jersey Central Power      & Light Company and UBS Securities LLC and Greenwich Capital Markets,      Inc., as representatives of the several initial purchasers named in the      Purchase Agreement. (Form 8-K dated May 12, 2006, Exhibit      10-3) |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 10-3                                     | Bondable      Transition Property Sale Agreement dated as of August 10, 2006 between      JCP&L Transition Funding II LLC as Issuer and Jersey Central Power      & Light Company as Seller. (Form 8-K dated August 10, 2006, Exhibit      10-1)                                                                       |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 10-4                                     | Bondable      Transition Property Service Agreement dated as of August 10, 2006 between      JCP&L Transition Funding II LLC as Issuer and Jersey Central Power      & Light Company as Servicer. (Form 8-K dated August 10, 2006, Exhibit      10-2)                                                                  |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| 10-5                                     | Administration      Agreement dated as of August 10, 2006 between JCP&L Transition Funding      II LLC as Issuer and FirstEnergy Service Company as Administrator. (Form      8-K dated August 10, 2006, Exhibit 10-3)                                                                                                     |
|                                                    |                                                                                                                                                                                                                                                                                                                           |
| (A)12.6         | Consolidated      fixed charge ratios.                                                                                                                                                                                                                                                                                         |
|                                                    |                                                                                                                                                                                                                                                                                                                           |

----

| (A)13.2                                                    | JCP&L      2007 Annual Report to Stockholders (Only those portions expressly      incorporated by reference in this Form 10-K are to be deemed filed with      SEC.) |
|-----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                          |                                                                                                                                                                     |
| (A)31.1                                                    | Certification      of chief executive officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                     |
|                                                                                          |                                                                                                                                                                     |
| (A)31.2                                               | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                     |
|                                                                                          |                                                                                                                                                                     |
| (A)32                                  | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                              |
|                                                                                          |                                                                                                                                                                     |
| (A)                | Provided      herein electronic format as anexhibit.                                                                                                                     |

| 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.                                                                                                                                                                                                                                                                                                                                   |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)3-E                      | Amended      and Restated Articles of Incorporation of Metropolitan Edison Company,      Effective December 19, 2007                                                                                                                                                                                                                                                                                                                                                                |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (A)3-F                      | Amended      and Restated Bylaws of Metropolitan Edison Company, dated      December 14, 2007                                                                                                                                                                                                                                                                                                                                                                                       |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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-Eds 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.                                  |
|   |                                                                                                                                                                            |
| 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.                                                                          |
|                              |                                                                                                                                                                                                                                                |
| 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)13.2                           | Met-Ed      2007 Annual Report to Stockholders (Only those portions expressly      incorporated by reference in this Form 10-K are to be deemed filed with      SEC.)                                                                               |
|                              |                                                                                                                                                                                                                                                |
| (A)31.1                           | Certification      of chief executive officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                |
|                              |                                                                                                                                                                                                                                                |
| (A)31.2                           | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                |
|                              |                                                                                                                                                                                                                                                |
| (A)32                             | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                         |
|                              |                                                                                                                                                                                                                                                |
| (A)                               | Provided      herein electronic format as an exhibit.                                                                                                                                                                                               |
|                              |                                                                                                                                                                                                                                                |

| 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.                           |
|   |                                                                                                                                                                              |

----

| (A)3-G                                              | Amended      and Restated Articles of Incorporation of Pennsylvania Electric Company,      Effective December 19, 2007                                                                                                                                                                                                                                                                                                                                                |
|-----------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (A)3-H                                              | Amended      and Restated Bylaws of Pennsylvania Electric Company, dated      December 14, 2007                                                                                                                                                                                                                                                                                                                                                                       |
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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 Penelecs 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.                                                                                                                                                                                                                                                                                                                                  |
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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.                                                                                                                                                                                                                                                                    |
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

| 4-K                 | Form      of Pennsylvania Electric Company 6.05% Senior Notes due 2017 (incorporated      by reference to a Form 8-K dated August 31, 2007)                                                                                                                                                             |
|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                                                                    |
| 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)13.2 | Penelec      2007 Annual Report to Stockholders (Only those portions expressly      incorporated by reference in this Form 10-K are to be deemed filed with      SEC.)                                                                                                                                  |
|                |                                                                                                                                                                                                                                                                                                    |
| (A)23.3             | 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).                                                                                                                                                                                                    |
|                |                                                                                                                                                                                                                                                                                                    |
| (A)31.2             | Certification      of chief financial officer, as adopted pursuant to Rule      13a-15(e)/15d-15(e).                                                                                                                                                                                                    |
|                |                                                                                                                                                                                                                                                                                                    |
| (A)32               | Certification      of chief executive officer and chief financial officer, pursuant to 18      U.S.C. 1350.                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                                    |
| (A)                 | Provided      here in electronic format as anexhibit.                                                                                                                                                                                                                                                   |

| 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-3   | Notice      of Termination Tolling Agreement dated as of April 7, 2006; Restated      Partial Requirements Agreement, dated January 1, 2003, by and among,      Metropolitan Edison Company, Pennsylvania Electric Company, The Waverly      Electric Power and Light Company and FirstEnergy Solutions Corp., as      amended by a First Amendment to Restated Requirements Agreement, dated      August 29, 2003 and by a Second Amendment to Restated Requirements      Agreement, dated June 8, 2004 (Partial Requirements Agreement). (March      2006 10-Q, Exhibit 10-5) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10-4   | Second      Restated Partial Requirements Agreement, between Met-Ed, Penelec and FES,      dated January 1, 2007. (2006 Form 10-K, Exhibit  10.6)                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (A)    | Provided      here in electronic format as anexhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

| 10-1    | $2,750,000,000      Credit Agreement dated as of August 24, 2006 among FirstEnergy      Corp.,FirstEnergy Solutions Corp., American Transmission Systems, Inc.,      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, the banks party thereto, the fronting banks party      thereto and the swing line lenders party thereto. (Form 8-K dated August      24, 2006, Exhibit 10-1) |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (A)10-2 | Consent      and Amendment to $2,750,000,000 Credit Agreement dated November 2,      2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (A)     | Provided      here in electronic format as anexhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

|                                                                      |
|---------------------------------------------------------------------------|
| PricewaterhouseCoopers      LLPCleveland,      OhioFebruary      28, 2008 |

----

| FIRSTENERGY      CORP.                                                                                                                                                                                                         |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                           |   |
| CONSOLIDATEDVALUATION AND QUALIFYING      ACCOUNTS                                                                                                                                                                             |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                                      |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                                    |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                                          |   | $ | 43,214 |   | $ | 53,522 |   | $ | 50,165 |   |  (a) |   | $ | 111,334 |   |  (b) |   | $ | 35,567 |   |
|                                           other |   | $ | 23,964 |   | $ | 4,933 |   | $ | 406 |   |  (a) |   | $ | 7,379 |   |  (b) |   | $ | 21,924 |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      carryforward                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| tax valuation      reserve                                                                                                                                                                                                     |   | $ | 415,531 |   | $ | 8,819 |   | $ | (393,734 | ) |  (c) |   | $ | - |   |   |   | $ | 30,616 |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                                          |   | $ | 37,733 |   | $ | 60,461 |   | $ | 34,259 |   |  (a) |   | $ | 89,239 |   |  (b) |   | $ | 43,214 |   |
|                                           other      |   | $ | 26,566 |   | $ | 3,956 |   | $ | 2,554 |   |  (a) |   | $ | 9,112 |   |  (b) |   | $ | 23,964 |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      carryforward                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| tax valuation      reserve                                                                                                                                                                                                     |   | $ | 402,142 |   | $ | - |   | $ | 13,389 |   |   |   | $ | - |   |   |   | $ | 415,531 |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (c) Represents      the reversal of tax capital loss carryforward reserves (offset to      goodwill) due to the utilitzation of the carryforward in    2007.                                                              |   |

----

| FIRSTENERGY      SOLUTIONS CORP.                                                                                                                                                                                  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 7,938 |   | $ | 94 |   | $ | 532 |   |  (a) |   | $ | 492 |   |  (b) |   | $ | 8,072 |   |
|                                        other |   | $ | 5,593 |   | $ | 9 |   | $ | - |   |   |   | $ | 5,593 |   |  (b) |   | $ | 9 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 11,531 |   | $ | 2,244 |   | $ | 789 |   |  (a) |   | $ | 6,626 |   |  (b) |   | $ | 7,938 |   |
|                                        other |   | $ | 5,599 |   | $ | 15 |   | $ | 7 |   |  (a) |   | $ | 28 |   |  (b) |   | $ | 5,593 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2005:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 13,661 |   | $ | - |   | $ | 1,357 |   |  (a) |   | $ | 3,487 |   |  (b) |   | $ | 11,531 |   |
|                                        other |   | $ | 6,330 |   | $ | (74 | ) | $ | (638 | ) |  (a) |   | $ | 19 |   |  (b) |   | $ | 5,599 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents the      write-off of      accounts considered to be uncollectible.                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| OHIO      EDISON COMPANY                                                                                                                                                                                          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 15,033 |   | $ | 10,513 |   | $ | 30,234 |   |  (a) |   | $ | 47,748 |   |  (b) |   | $ | 8,032 |   |
|                                        other |   | $ | 1,985 |   | $ | 4,117 |   | $ | (240 | ) |  (a) |   | $ | 223 |   |  (b) |   | $ | 5,639 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 7,619 |   | $ | 22,466 |   | $ | 11,817 |   |  (a) |   | $ | 26,869 |   |  (b) |   | $ | 15,033 |   |
|                                        other |   | $ | 4 |   | $ | 2,218 |   | $ | 473 |   |  (a) |   | $ | 710 |   |  (b) |   | $ | 1,985 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| THE      CLEVELAND ELECTRIC ILLUMINATING COMPANY                                                                                                                                                                  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 6,783 |   | $ | 17,998 |   | $ | 7,842 |   |  (a) |   | $ | 25,083 |   |  (b) |   | $ | 7,540 |   |
|                                        other |   | $ | - |   | $ | 431 |   | $ | 124 |   |  (a) |   | $ | 122 |   |  (b) |   | $ | 433 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 5,180 |   | $ | 14,890 |   | $ | 10,067 |   |  (a) |   | $ | 23,354 |   |  (b) |   | $ | 6,783 |   |
|                                        other |   | $ | - |   | $ | 22 |   | $ | 138 |   |  (a) |   | $ | 160 |   |  (b) |   | $ | - |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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) |   | $ | - |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| THE      TOLEDO EDISON COMPANY                                                                  |   |
|-------------------------------------------------------------------------------------------------|--------|
|                                                                                            |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                             |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                       |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                            |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                     |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                            |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts                                                                     |   | $ | 430 |   | $ | 361 |   | $ | 13 |   |  (a) |   | $ | 189 |   |  (b) |   | $ | 615 |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts                                                                     |   | $ | - |   | $ | 440 |   | $ | 118 |   |  (a) |   | $ | 128 |   |  (b) |   | $ | 430 |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2005:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts                                                                     |   | $ | 2 |   | $ | - |   | $ | (2 | ) |  (a) |   | $ | - |   |   |   | $ | - |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off. |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| JERSEY      CENTRAL POWER & LIGHT COMPANY                                                                                                                                                                     |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 3,524 |   | $ | 8,563 |   | $ | 4,049 |   |  (a) |   | $ | 12,445 |   |  (b) |   | $ | 3,691 |   |
|                                        other |   | $ | - |   | $ | - |   | $ | - |   |   |   | $ | - |   |   |   | $ | - |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 3,830 |   | $ | 4,945 |   | $ | 4,643 |   |  (a) |   | $ | 9,894 |   |  (b) |   | $ | 3,524 |   |
|                                        other |   | $ | 204 |   | $ | (201 | ) | $ | 866 |   |  (a) |   | $ | 869 |   |  (b) |   | $ | - |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| METROPOLITAN      EDISON COMPANY                                                                                                                                                                                  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 4,153 |   | $ | 9,971 |   | $ | 3,548 |   |  (a) |   | $ | 13,345 |   |  (b) |   | $ | 4,327 |   |
|                                        other |   | $ | 2 |   | $ | 245 |   | $ | 18 |   |  (a) |   | $ | 264 |   |  (b) |   | $ | 1 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 4,352 |   | $ | 7,070 |   | $ | 4,108 |   |  (a) |   | $ | 11,377 |   |  (b) |   | $ | 4,153 |   |
|                                        other |   | $ | - |   | $ | 15 |   | $ | 36 |   |  (a) |   | $ | 49 |   |  (b) |   | $ | 2 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2005:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 4,578 |   | $ | 8,704 |   | $ | 3,503 |   |  (a) |   | $ | 12,433 |   |  (b) |   | $ | 4,352 |   |
|                                        other |   | $ | - |   | $ | - |   | $ | - |   |   |   | $ | - |   |   |   | $ | - |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| PENNSYLVANIA      ELECTRIC COMPANY                                                                                                                                                                                |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                              |   |
| CONSOLIDATED      VALUATION AND QUALIFYING ACCOUNTS                                                                                                                                                               |   |
| FOR      THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005                                                                                                                                                         |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   | Additions |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   | Charged |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   | Beginning |   | Charged |   | to      Other |   |   |   |   |   |   |   | Ending |   |
| Description                                                                                                                                                                                                       |   | Balance |   | to      Income |   | Accounts |   |   |   | Deductions |   |   |   | Balance |   |
|                                                                                                                                                                                                              |   |   |   |   |   |  (In      thousands) |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2007:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 3,814 |   | $ | 8,351 |   | $ | 3,958 |   |  (a) |   | $ | 12,218 |   |  (b) |   | $ | 3,905 |   |
|                                        other |   | $ | 3 |   | $ | 181 |   | $ | 3 |   |  (a) |   | $ | 82 |   |  (b) |   | $ | 105 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Year      Ended December 31, 2006:                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accumulated      provision for                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| uncollectible      accounts customers                                                                                                                                                                             |   | $ | 4,184 |   | $ | 6,381 |   | $ | 4,368 |   |  (a) |   | $ | 11,119 |   |  (b) |   | $ | 3,814 |   |
|                                        other |   | $ | 2 |   | $ | 105 |   | $ | 173 |   |  (a) |   | $ | 277 |   |  (b) |   | $ | 3 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a) Represents      recoveries and reinstatements of accounts previously written      off.                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (b) Represents      the write-off of accounts considered to be uncollectible.                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

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

----

|                                                   |   |                                                                                            |
|--------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|
|                                                   |   |                                                                                            |
| /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/         Ernest J. Novak, Jr.                                                 |
| Paul      T. Addison                                   |   |              Ernest J. Novak, Jr.                            |
| Director                                               |   |              Director                                        |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
| /s/    Michael      J. Anderson    |   | /s/         Catherine A. Rein                                                    |
| Michael      J. Anderson                               |   |              Catherine A. Rein                               |
| Director                                               |   |              Director                                        |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
| /s/    Carol      A. Cartwright    |   | /s/         Wes M. Taylor                                                        |
| Carol      A. Cartwright                               |   |              Wes M. Taylor                                   |
| Director                                               |   |              Director                                        |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
| /s/    William      T. Cottle      |   | /s/         Jesse T. Williams, Sr.                                               |
| William      T. Cottle                                 |   |              Jesse T. Williams, Sr.                          |
| Director                                               |   |              Director                                        |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
|                                                   |   |                                                                                            |
| /s/    Robert      B. Heisler, Jr. |   |                                                                                            |
| Robert      B. Heisler, Jr.                            |   |                                                                                            |
| Director                                               |   |                                                                                            |
|                                                   |   |                                                                                            |

----

|   | FIRSTENERGY      SOLUTIONS CORP.                      |   |
|--------|-------------------------------------------------------|--------|
|   |                                                  |   |
|   |                                                  |   |
|   | BY:         /s/  Charles E. Jones |   |
|   | Charles      E. Jones                                 |   |
|   | President                                             |   |

| /s/         Charles E. Jones          |   | /s/    Richard      H. Marsh                              |
|------------------------------------------------------|--------|-------------------------------------------------------------------------------|
| Charles      E. Jones                                |   | Richard      H. Marsh                                                         |
| President                                            |   | Senior      Vice President and Chief                                          |
| (Principal      Executive Officer)                   |   | Financial      Officer and Director                                           |
|                                                 |   | (Principal      Financial Officer)                                            |
|                                                 |   |                                                                          |
|                                                 |   |                                                                          |
|                                                 |   |                                                                          |
| /s/    Anthony      J. Alexander |   | /s/    Harvey      L. Wagner                              |
| Anthony      J. Alexander                            |   |              Harvey L. Wagner              |
| Director                                             |   |              Vice President and Controller |
|                                                 |   |             (Principal Accounting Officer)      |
|                                                 |   |                                                                          |
|                                                 |   |                                                                          |
|                                                 |   |                                                                          |
| /s/    Joseph      J. Hagan      |   |                                                                          |
| Joseph      J. Hagan                                 |   |                                                                          |
| Director                                             |   |                                                                          |
|                                                 |   |                                                                          |

----

|   | 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)                   |   |                                                                                    |

----

|   | 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)                   |   |                                        |

----

|   | 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)                   |   |                                        |

----

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

| /s/    Stephen      E. Morgan             |   | /s/    Paulette      R. Chatman                    |
|---------------------------------------------------------------|--------|------------------------------------------------------------------------|
| Stephen      E. Morgan                                        |   | Paulette      R. Chatman                                               |
| President      and Director(Principal      Executive Officer) |   | Controller(Principal      Financial and Accounting Officer)            |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
| /s/    Bradley      S. Ewing              |   | /s/         Donald R. Schneider                         |
| Bradley      S. Ewing                                         |   |              Donald R. Schneider    |
| Director                                                      |   |         Director               |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
| /s/    Mark      A. Julian                |   | /s/         Jesse T. Williams, Sr.                      |
| Mark      A. Julian                                           |   |              Jesse T. Williams, Sr. |
| Director                                                      |   |              Director               |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
|                                                          |   |                                                                   |
| /s/    Gelorma      E. Persson            |   |                                                                   |
| Gelorma      E. Persson                                       |   |                                                                   |
| Director                                                      |   |                                                                   |

----

|   | 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)                   |   |                                                                               |

----

|   | 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)                   |   |                                                                               |

----