Unassociated Document


    FirstEnergy
      Operating Companies                                                   EXHIBIT
      10.6

    FERC
      Electric
      Tariff, Second Revised Volume No. 2

    Service
      Agreement
      No.  

     

    [Execution
      Copy]


    


    NUCLEAR
      SALE/LEASEBACK

    POWER
      SUPPLY AGREEMENT

    


    Between
      Ohio
      Edison Company and The Toledo Edison Company, Sellers

    and

    FirstEnergy
      Nuclear Generation Corp., Buyer

    


    This
      Nuclear
      Sale/Leaseback Power Supply Agreement ("Agreement") dated October 14, 2005
      is
      made by and between Ohio Edison Company and The Toledo Edison Company
      ("Sellers") and FirstEnergy Nuclear Generation Corp., ("FENGenco" or "Buyer").
      The Sellers and FENGenco may be identified collectively as "Parties" or
      individually as a "Party." This Agreement is entered into in connection with
      the
      transfer of the ownership interest of The Cleveland Electric Illuminating
      Company, Ohio Edison Company, Pennsylvania Power Company, and The Toledo Edison
      Company in the Beaver Valley Power Station, Davis-Besse Nuclear Power Station,
      and Perry Nuclear Power Plant (“Nuclear Generating Plants”) to
      FENGenco.

    


    WHEREAS,
      Buyer is a
      newly formed, nuclear generation only company that intends to acquire the
      Nuclear Generating Plants owned by The Cleveland Electric Illuminating Company,
      Ohio Edison Company, Pennsylvania Power Company, and The Toledo Edison Company
      (collectively "the FirstEnergy Operating Companies"); and 

    


    WHEREAS,
      Buyer will
      be a wholly owned subsidiary of FirstEnergy Corp; and

    


    WHEREAS,
      Sellers
      lease portions of Beaver Valley Power Station Unit 2 and Perry Nuclear Power
      Plant (hereinafter “Leased Nuclear Generation Facilities”) from owner trustees
      under the Sale/Leaseback Arrangements; and 

    


    WHEREAS,
      FirstEnergy
      Nuclear Operating Company, an Affiliate of the Parties, operates the Leased
      Nuclear Generation Facilities; and

    


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

    


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

    


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


     

    

      
        	
                Issued
                  by: David M. Blank, Vice President

              	
                Effective
                  Date:

              
	
                Issued
                  on: October 14, 2005

              	
                December
                  1, 2005

              


      

    

                                                 

                                                           


    
      
        1

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    It
      is agreed as follows: 

    


    I.         
      TERM

    


    
      	
              A.

            	
              The
                sale and
                purchase of Power pursuant to this Agreement shall begin on December
                

            


    

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

    


    
      	
              B.     
                

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

            


    

    


    II.       
      SALE
      AND
      PURCHASE OF CAPACITY AND ENERGY 

    


    
      	
              A.

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


            


    

    


    
      	
              B.

            	
              Sellers
                shall
                cause the Leased Nuclear Generation Facilities to be operated and
                maintained in accordance with Good Utility Practice, the applicable
                requirements of the FERC, NRC and NERC, or successor Electric Reliability
                Organization, as well as the requirements of the regional reliability
                councils or Regional Entity, and Regional Transmission Organizations
                where
                the Leased Nuclear Generation Facilities are located. Sellers will
                enter
                into agreements with FirstEnergy Nuclear Operating Company, other
                FirstEnergy Affiliates, Transmission Provider, or Government Authority
                to
                ensure compliance with this Section
                II.B.

            


    


    
      
        2

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    III.      
      SCHEDULING
      AND SYSTEM PLANNING 

    


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

            


    

    


    
      	
              B.

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

            


    

    


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

            


    

    


    IV.     
       PRICE
      

    


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

    


    A.       
      Charges
      

    


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

    


    B.       
      Billing
      and
      Payment

    


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


    
      
        3

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C.      
       Records

    


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

    


    D.    
         Audit
      and
      Adjustment Rights

    


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

    


    E.     
        Section
      205
      Rights

    


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

    


    V.       
      METERING
      

    


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

    


    VI.     
      NOTICES
      

    


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

    



    
      
        4

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICES
      & CORRESPONDENCE:


     

    

      
        	
                To
                  Sellers:

              	
                FirstEnergy
                  Service Company, Vice President 

              
	 	
                76
                  South Main
                  St. 

              
	 	
                Akron,
                  Ohio
                  44308 

              
	 	 
	
                To
                  Buyer:

              	
                FirstEnergy
                  Nuclear Generation Corp., President 

              
	 	
                76
                  South Main
                  St. 

              
	 	
                Akron,
                  Ohio
                  44308 

              


      

    

          
      

           
      

     

    INVOICES
      & PAYMENTS: 

    
       

      
        
          	
                  To
                    Sellers:

                	
                  FirstEnergy
                    Service Company, Vice President 

                
	 	
                  76
                    South Main
                    St. 

                
	 	
                  Akron,
                    Ohio
                    44308 

                
	 	 
	
                  To
                    Buyer:

                	
                  FirstEnergy
                    Nuclear Generation Corp., President 

                
	 	
                  76
                    South Main
                    St. 

                
	 	
                  Akron,
                    Ohio
                    44308 

                


        

      

                    
        



    SCHEDULING:

     

    

      
        	
                To
                  Sellers:

              	
                FirstEnergy
                  Nuclear Service Company, Vice President 

              
	
              	76
                South Main
                St.
	
                 

              	Akron,
                Ohio
                44308
	 	 
	
                To
                  Buyer:

              	
                FirstEnergy
                  Nuclear Generation Corp., President 

              
	
                 

              	
                76
                  South Main St.

              
	
                 

              	Akron,
                Ohio
                44308


      

    

             
      


    VII.     
      MISCELLANEOUS
      

    


    A.       
      Performance
      Excused

     

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

    



    
      
        5

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    B.       
      Transfer
      of Title
      and Indemnification

    


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

    


    C.       
      Confidentiality

    


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

    


    D.       
      Further
      Assurances

    


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

    



    
      
        6

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    E.       
      Assignment

    


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

     

    F.       
      Governing
      Law

    


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

    


    G.       
      Counterparts
      

     

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

    


    H.      
       Waiver

    


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

    


    I.       
      No
      Third Party
      Beneficiaries

    


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

    


    J.       
      Severability

    


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


    



    
      
        7

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    K.       
      Construction
      

    


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

    


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

     

    


    
      
        	 	 	
                Ohio
                  Edison Company

                The
                  Toleldo Edison company

              
	 	 
	 
 	 
 	 
 
	 	 	
              
	 	
                
Vice
                President, FirstEnergy Service Company
	 	 


      



    
       

      
        


        
          
            	 	 	
                    FirstEnergy
                      Nuclear Generation Corp.

                  
	 	 
	 
 	 
 	 
 
	 	 	
                  
	 	
                    
President,
                    FirstEnergy Nuclear Generation Corp.
	 	 


          



      

    


    
      
        
          8

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    


    Ohio
      Edison
      Company

    The
      Toledo
      Edison Company

    


    Monthly
      Charge Formula


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    DEFINITIONS

    


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

    


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


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


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

    


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

    


    Leased
      Nuclear Generation Facilities means
      Ohio Edison
      Company’s 21.66%
      leasehold
      interest in the Beaver Valley Power Station, Unit 2 and 12.58% leasehold
      interest in the Perry Nuclear Power Plant, and The Toledo Edison Company’s
      18.26% leasehold interest in the Beaver Valley Power Station, Unit
      2.

    


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

    


    NRC
      means the Nuclear
      Regulatory Commission or its regulatory successor.

    


    Power
      means
      Capacity
      and/or Energy.
      

    


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

    


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

    


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

    


    Sale/Leaseback Arrangements
      means the Facility
      Leases identified in Exhibit D to this Agreement. 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


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

    


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


    


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

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      C

    


    Leased
      Nuclear Generation Facilities

    


    NDC
      in
      MW

     

    

      
        	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Beaver
                  Valley
                  Power Station, Unit 2

              	 	 	
                332

              	 	 	 	 	 	 	 	 	 
	
                Perry
                  Nuclear
                  Power Plant

              	 	 	
                159

              	
                 

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total

              	 	 	
                491

              	 	 	 	 	 	 	 	 	 


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      D

    


    Nuclear
      Facility Leases

    


    The
      separate Facility Leases, each dated as of March 16, 1987, as heretofore
      amended, modified and supplemented, between Ohio Edison Company, as Lessee,
      and
      U.S. Bank National Association, as Lessor in its capacity as successor Owner
      Trustee under separate trusts for the benefit of each of the following Owner
      Participants, relating to the lease by the Lessee of certain undivided interests
      in the Perry Nuclear Power Plant Unit 1 located in North Perry Village, Ohio:
      Perry One Alpha Limited Partnership, Perry One Beta Limited Partnership, Perry
      One Delta Limited Partnership, Perry One Gamma Limited Partnership and Security
      Pacific Capital Leasing Corporation.

    


    The
      separate Facility Leases, each dated as of September 15, 1987, as heretofore
      amended, modified and supplemented, between Ohio Edison Company, as Lessee,
      and
      U.S. Bank National Association, as Lessor in its capacity as successor Owner
      Trustee under separate trusts for the benefit of each of the following Owner
      Participants, relating to the lease by the Lessee of certain undivided interests
      in the Beaver Valley Power Station Unit No. 2 nuclear generating unit located
      in
      Shippingport, Pennsylvania: Perry One Alpha Limited Partnership, Perry One
      Delta
      Limited Partnership (Trust A), Perry One Delta Limited Partnership (Trust B),
      Chrysler Consortium Corporation, Mission Funding Alpha (formerly Associated
      Southern Investment Company), Beaver Valley Two Pi Limited Partnership, Beaver
      Valley Two Sigma Limited Partnership and Security Pacific Capital Leasing
      Corporation.

    


    The
      separate Facility Leases, each dated as of September 15, 1987, as heretofore
      amended, modified and supplemented, among The Toledo Edison Company and The
      Cleveland Electric Illuminating Company, as Lessees, and U.S. Bank National
      Association, as Lessor in its capacity as successor Owner Trustee under separate
      trusts for the benefit of each of the following Owner Participants, relating
      to
      the lease by the Lessees of certain undivided interests in the Beaver Valley
      Power Station Unit No. 2 nuclear generating unit located in Shippingport,
      Pennsylvania: Perry One Delta Limited Partnership (Trust A), Perry One Delta
      Limited Partnership (Trust B), Perry One Gamma Limited Partnership, Beaver
      Valley Two Rho Limited Partnership, PNC Commercial Corp., Chrysler Consortium
      Corporation, Mission Funding Beta (formerly Associated Southern Investment
      Company), Alexander Hamilton Life Insurance Company of America and Beaver
      Valley, Inc.