UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K

FORM 10-K

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20042007
OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to ___________________

Commission
Registrant; State of Incorporation;
I.R.S. Employer
File Number
Address; and Telephone Number
Identification No.
   
333-21011
FIRSTENERGY CORP.
34-1843785
 
(An Ohio Corporation)
 
 
76 South Main Street
 
 
Akron, OH  44308
 
 
Telephone (800)736-3402
 
   
1-2578
333-145140-01
OHIO EDISON COMPANY
FIRSTENERGY SOLUTIONS CORP.
34-0437786
31-1560186
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800)736-3402
 
   
1-2323
1-2578
THE CLEVELAND ELECTRIC ILLUMINATINGOHIO EDISON COMPANY
34-0150020
34-0437786
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH  44308
 
 
Telephone (800)736-3402
 
   
1-3583
1-2323
THE TOLEDO EDISONCLEVELAND ELECTRIC ILLUMINATING COMPANY
34-4375005
34-0150020
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH  44308
 
 
Telephone (800)736-3402
 
   
1-3491
1-3583
PENNSYLVANIA POWERTHE TOLEDO EDISON COMPANY
25-0718810
34-4375005
 
(A PennsylvaniaAn 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
 






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




  
Name of Each Exchange
Registrant
Title of Each Class
on Which Registered
   
FirstEnergy Corp.Common Stock, $0.10 par valueNew York Stock Exchange
Ohio Edison CompanyCumulative Preferred Stock, $100 par value:
3.90% SeriesAll series registered on New
4.40% SeriesYork Stock Exchange and
4.44% SeriesChicago Stock Exchange
4.56% Series
The Cleveland ElectricCumulative Serial Preferred Stock, without
Illuminating Companypar value:
$7.40 Series ABoth series registered on New
Adjustable Rate, Series LYork Stock Exchange
The Toledo EdisonCumulative Preferred Stock, par value
Company$100 per share:
4-1/4% SeriesAmerican Stock Exchange
Cumulative Preferred Stock, par value
$25 per share:
$2.365 SeriesAll series registered on
Adjustable Rate, Series ANew York Stock Exchange
Adjustable Rate, Series B
Pennsylvania PowerCumulative Preferred Stock, $100
Companypar value:
4.24% SeriesAll series registered on
4.25% SeriesPhiladelphia Stock Exchange
4.64% Series
Jersey Central Power &Cumulative Preferred Stock, without
Light Companypar value:
4% SeriesNew York Stock Exchange




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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes (X) No ()days.

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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

(X)FirstEnergy Corp.
( )Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company.
Indicate by check mark whether each registrant is an accelerated filer (as defined in Rule 12b-2 of the Act):

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

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


State the aggregate market value of the voting and non-voting common stockequity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the registrants: last business day of the registrants' most recently completed second fiscal quarter.

FirstEnergy Corp., $12,315,809,435$19,606,108,911 as of June 30, 2004;2007; and for all other registrants, none.

Indicate the number of shares outstanding of each of the registrant’sregistrant's classes of common stock, as of the latest practicable date:date.

  
OUTSTANDING
CLASS
 
As of March 9, 2005
AS OF FEBRUARY 28, 2008
FirstEnergy Corp., $0.10$.10 par value 304,835,407
329,836,276FirstEnergy Solutions Corp., no par value 7
Ohio Edison Company, no par value 10060
The Cleveland Electric Illuminating Company, no par value 79,590,68967,930,743
The Toledo Edison Company, $5 par value 39,133,887
Pennsylvania Power Company, $30 par value6,290,00029,402,054
Jersey Central Power & Light Company, $10 par value 15,371,27014,421,637
Metropolitan Edison Company, no par value 859,500
Pennsylvania Electric Company, $20 par value 5,290,5964,427,577

FirstEnergy Corp. is the sole holder of 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 common stock; Ohio Edison Company is the sole holder of Pennsylvania Power Company common stock.


Documents incorporated by reference (to the extent indicated herein):

  
PART OF FORM 10-K INTO WHICH
DOCUMENT IS INCORPORTED
 
DOCUMENT IS INCORPORATED
   
FirstEnergy Corp. Annual Report to Stockholders for  
the fiscal year ended December 31, 2004 (Pages 4-85)2007 Part II
   
Proxy Statement for 20052008 Annual Meeting of Stockholders  
to be held May 17, 200520, 2008 Part III


This combined Form 10-K is separately filed by FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant, except that information relating to any of the seven FirstEnergy subsidiary registrants is also attributed to FirstEnergy.FirstEnergy Corp.

OMISSION OF CERTAIN INFORMATION

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 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 Form 10-K.





GLOSSARY OF TERMSForward-Looking Statements: This Form 10-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "believe," "estimate" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements.

Actual results may differ materially due to:
▪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 than anticipated,
▪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 workforce initiatives),
▪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 similar factors.

The foregoing review of factors should not be construed as exhaustive. New factors emerge from time to time, and it is not possible to predict all such factors, nor assess the impact of any such factor on the registrants' business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. Also, a security rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time and each such rating should be evaluated independently of any other rating. The registrants expressly disclaim any current intention to update any forward-looking statements contained herein as a result of new information, future events, or otherwise.


GLOSSARY OF TERMS

The following abbreviations and acronyms are used in this report to identify FirstEnergy Corp. and its current and former subsidiaries:

ATSIAmerican Transmission Systems, Inc., owns and operates transmission facilities
AvonAvon Energy Partners Holdings
CEIThe 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
CompaniesOE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec defined on page 1
EUOC
Electric Utility Operating Companies (OE, CEI, TE, Penn, JCP&L, Met-Ed, Penelec, and
ATSI)
FENOCFirstEnergy Nuclear Operating Company, operates nuclear generating facilities
FESFirstEnergy Solutions Corp., provides energy-related products and services
FESC
FirstEnergy Service Company, provides legal, financial and other corporate support services
FGCOFirstEnergy Generation Corp., owns and operates nonnuclearnon-nuclear generating facilities
FirstComFirst Communications, LLC, provides local and long-distance telephone service
FirstEnergyFirstEnergy Corp., a registered public utility holding company
FSG
FirstEnergy Facilities Services Group, LLC, theformer parent company of several heating, ventilation,
ventilation,air conditioning and energy management companies
GLEP(1)
Great Lakes Energy Partners, LLC, an oil and natural gas exploration and production venture
GPU
GPU, Inc., former parent of JCP&L, Met-Ed and Penelec, which merged with FirstEnergy on
November 7, 2001
JCP&LJersey 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-EdMetropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
MYRMYR Group, Inc., a utility infrastructure construction service company
NGCFirstEnergy Nuclear Generation Corp., owns nuclear generating facilities
OEOhio Edison Company, an Ohio electric utility operating subsidiary
Ohio CompaniesCEI, OE and TE
PenelecPennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
PennPennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
ShippingportShippingport Capital Trust, a special purpose entity created by CEI and TE in 1997
TEThe Toledo Edison Company, an Ohio electric utility operating subsidiary
TEBSATermobarranquilla S.A., Empresa de Servicios Publicos
  
The following abbreviations and acronyms are used to identify frequently used terms in this report:
  
AEPAmerican Electric Power Company, Inc.
ALJAdministrative Law Judge
ASLBAQCAtomic Safety and Licensing BoardAir Quality Control
BGSBasic Generation Service
BPJBest Professional Judgment
CAAClean Air Act
CAIRClean Air Interstate Rule
CAMRClean Air Mercury Rule
CAVRClean Air Visibility Rule
CBPCompetitive Bid Process
CO22
Carbon Dioxide
CTCCompetitive Transition Charge
DPLDFIDayton Power & Light CompanyDemand for Information
DOEUnited States Department of Energy
DOJUnited States Department of Justice
DRADivision of Ratepayer Advocate
ECAREast Central Area Reliability Coordination Agreement
EISEnergy Independence Strategy
EMPEnergy Master Plan
EPAUnited States Environmental Protection Agency only in various other terms
EPACTEnergy Policy Act of 2005
EPRIElectric Power Research Institute
EROElectric Reliability Organization
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FINFASB Interpretation
FIN 46FIN 46 "Consolidation of Variable Interest Entities"
FMBFirst Mortgage Bonds
HVACGAAPHeating, Ventilation and Air-conditioningAccounting Principles Generally Accepted in the United States

i

GLOSSARY OF TERMS Cont'd.

GHGGreenhouse Gases
IBEWISOInternational Brotherhood of Electrical WorkersIndependent System Operator
MACTkvMaximum Achievable Control TechnologiesKilovolts
MECKWHMichigan Electric Coordination SystemsKilowatt-hours
LOCLetter of Credit
LTIPLong-term Incentive Program
MEIUGMet-Ed Industrial Users Group
MISOMidwest Independent Transmission System Operator, Inc.
MTCMoody'sMarket Transition ChargeMoody's Investors Service, Inc.
MWMegawatts
NAAQSNational Ambient Air Quality Standards
NERCNorth American Electric Reliability Council
NEILNuclear Electric Insurance LimitedCorporation
NJBPUNew Jersey Board of Public Utilities
NOACNOPRNorthwest Ohio Aggregation CoalitionNotice of Proposed Rulemaking
NOVNoticesNotice of Violation
NOXX
Nitrogen Oxide
NRCNuclear Regulatory Commission
NSRNew Source Review
NUGNon-Utility Generator



i
GLOSSARY OF TERMS, Cont.

NYSENew York Stock ExchangeGeneration
OCCNUGCNon-Utility Generation Charge
OCAOffice of Consumer Advocate
OVECOhio Consumers' CounselValley Electric Corporation
PICAPenelec Industrial Customer Alliance
PJMPennsylvania-New Jersey-MarylandPJM Interconnection LLCL. L. C.
PLR
Provider of Last ResortResort; an electric utility's obligation to provide generation service to customers
   whose alternative supplier fails to deliver service
PPUCPennsylvania Public Utility Commission
PRPPotentially Responsible Party
PSAPower Supply Agreement
PUCOPublic Utilities Commission of Ohio
PUHCAPublic Utility Holding Company Act of 1935
RCPRate Certainty Plan
RECBRegional Expansion Criteria and Benefits
RFPRequest for Proposal
ROPReactor Oversight Process
RSPRate Stabilization Plan
RTORegional Transmission Organization
RTORRegional Through and Out Rates
S&PStandard & Poor’sPoor's Ratings Service
SBCSocietal Benefits Charge
SCRSelective Catalytic Reduction
SECUnited StatesU.S. Securities and Exchange Commission
SECASeams Elimination Cost Adjustment
SFASStatement of Financial Accounting Standards
SFAS 71SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation"
SFAS 101SFAS No. 101, "Accounting for Discontinuation of Application of SFAS 71"
SIPState Implementation Plan(s) Under the Clean Air Act
SNCRSelective Non-Catalytic Reduction
SO22
Sulfur Dioxide
TEBSATermobarranquila S.A. Empresa de Servicios Publicos
TMI-1Three Mile Island Unit 1
TMI-2Three Mile Island Unit 2


ii



ii
.


FORM 10-K

TABLE OF CONTENTS
 Page
Part I
Item 1.    Business
The Company1-2
Generation Asset Transfers2
Sale and Leaseback Transaction3
Utility Regulation3-12
Regulatory Accounting4
Reliability Initiatives4
PUCO Rate Matters5-6
PPUC Rate Matters7-8
NJBPU Rate Matters8-9
FERC Rate Matters10-12
Capital Requirements13-14
                        Nuclear Operating Licenses                                                                            
Page
15
Part I
Nuclear Regulation		15
Nuclear Insurance15
Environmental Matters16
Fuel Supply16-19
System Capacity and Reserves19
Regional Reliability20
Competition20
Research and Development21
Executive Officers21
Employees23
FirstEnergy Website23
  
Item 1.Business
1A.   Risk Factors		123-33
 The Company1
  DivestituresItem 1B.    Unresolved Staff Comments2
  Risk Factors That May Affect Future Results2
  Utility Regulation6
  Regulatory Accounting6
  Reliability Initiatives7
  PUCO Rate Matters8
  NJBPU Rate Matters8
  PPUC Rate Matters9
  Transmission Rate Matters10
  Capital Requirements11
  Nuclear Regulation13
  Nuclear Insurance14
  Environmental Matters15
  Clean Air Act Compliance15
  National Ambient Air Quality Standards15
  Mercury Emissions16
  W. H. Sammis Plant16
  Regulation of Hazardous Waste16
  Climate Change17
  Clean Water Act17
  Fuel Supply17
  System Capacity and Reserves18
  Regional Reliability18
  Competition19
  Research and Development19
  Executive Officers20
  Employees21
  FirstEnergy Website2133
  
Item 2.      Properties2133-35
  
Item 3.Legal Proceedings
2335
  
Item 4.Submission of Matters to a Vote of Security Holders
2335
  
Part II
 
    Item 5.      Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35-36
  
Item 5.Market for Registrant's Common Equity and Related Stockholder Matters
6.      Selected Financial Data		2336
  
Item 6.Selected Financial Data
24
Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations
2436
  
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
2436
  
Item 8.      Financial Statements and Supplementary Data
2436
  
Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
2436
  
Item 9A.   Controls and Procedures2436-37
Item 9A(T).  Controls and Procedures37
Item 9B.    Other Information37
Part III
Item 10.    Directors, Executive Officers and Corporate Governance37-38
Item 11.    Executive Compensation38
  
Item 9B.Other Information
25
Part III
Item 10.Directors and Executive Officers of the Registrant
27
Item 11.Executive Compensation
28
Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholderRelated
Stockholder Matters
2838
  
Item 13.Certain Relationships and Related Transactions,
and Director Independence		2938
  
Item 14.Principal Accounting Fees and Services
2938
  
Part IV
 
Item 15.Exhibits, Financial Statement Schedules
2939


iii
 


PART I
ITEM 1.  BUSINESS


PART IThe Company

ITEM  1. BUSINESS

The Company

FirstEnergy Corp. was organized under the laws of the State of Ohio in 1996. FirstEnergy's principal business is the holding, directly or indirectly, of all of the outstanding common stock of its eight principal electric utility operating subsidiaries: OE, CEI, TE, Penn, ATSI, JCP&L, Met-Ed and Penelec. These utility operating subsidiaries are referred to throughout as the “Companies.” FirstEnergy's consolidated revenues are primarily derived from electric service provided by its utility operating subsidiaries and the revenues of its other principal subsidiaries: FES; FSG; MYR; and FirstCom.subsidiary, FES. In addition, FirstEnergy holds all of the outstanding common stock of other direct subsidiaries including: FirstEnergy Properties, Inc., FirstEnergy Ventures Corp., FENOC, FirstEnergy Securities Transfer Company, GPU Diversified Holdings, LLC, GPU Telecom Services, Inc., GPU Nuclear, Inc.; and FESC.

FES was organized under the laws of the State of Ohio in 1997.  FES provides energy-related products and services to wholesale and retail customers in the MISO and PJM markets. FES also owns and operates, through its subsidiary, FGCO, FirstEnergy's fossil and hydroelectric generating facilities and owns, through its subsidiary, NGC, FirstEnergy's nuclear generating facilities (see Generation Asset Transfers below).  FENOC, a separate subsidiary of FirstEnergy, organized under the laws of the State of Ohio in 1998, operates and maintains NGC's nuclear generating facilities. FES purchases the entire generation output of the facilities owned by FGCO and NGC, as well as the output relating to leasehold interests of the Ohio Companies in certain of those facilities that are subject to sale and leaseback arrangements with non-affiliates, pursuant to full output, cost-of-service PSAs.

FirstEnergy's generating portfolio includes 14,127 MW (net) of diversified capacity (FES – 13,841 MW and JCP&L – 286 MW). Within FES’ portfolio, approximately 7,469 MW, or 54.0%, consists of coal-fired capacity; 3,945 MW, or 28.5%, consists of nuclear capacity; 1,513 MW, or 10.9%, consists of oil and natural gas peaking units; 451 MW, or 3.3%, consists of hydroelectric capacity; and 463 MW, or 3.3%, consists of capacity from FGCO’s 20.5% entitlement to the generation output owned by the Ohio Valley Electric Corporation. FirstEnergy’s nuclear and non-nuclear facilities are all operated by FENOC and FGCO, respectively, and, except for portions of certain facilities that are subject to the sale and leaseback arrangements with non-affiliates referred to above for which the corresponding output is available to FES through power sale agreements, are all owned directly by NGC and FGCO, respectively. The Companies’FES generating assets are concentrated primarily in Ohio, plus the bordering regions of Pennsylvania and Michigan. All FES units are dedicated to MISO except the Beaver Valley Power Station, which is designated as a PJM resource.
FES complies with the regulations, orders, policies and practices prescribed by the SEC and the FERC.  NGC and FENOC comply with the regulations, orders, policies and practices prescribed by the NRC.

The Companies' combined service areas encompass approximately 36,100 square miles in Ohio, New Jersey and Pennsylvania. The areas they serve have a combined population of approximately 11.211.3 million.

OE was organized under the laws of the State of Ohio in 1930 and owns property and does business as an electric public utility in that state. OE also has ownership interests in certain generating facilities located in the Commonwealth of Pennsylvania (see Item 2 - Properties). OE engages in the generation, distribution and sale of electric energy to communities in a 7,5007,000 square mile area of central and northeastern Ohio. OE also engages in the sale, purchase and interchange of electric energy with other electric companies. The area it serves has a population of approximately 2.8 million. OE complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

OE owns all of Penn's outstanding common stock. Penn was organized under the laws of the Commonwealth of Pennsylvania in 1930 and owns property and does business as an electric public utility in that state. Penn is also authorized to do business and owns property in the State of Ohio (see Item 2 - Properties). Penn furnishes electric service to communities in a 1,5001,100 square mile area of western Pennsylvania. The area served by Pennit serves has a population of approximately 0.30.4 million. Penn complies with the regulations, orders, policies and practices prescribed by the FERC and PPUC.

CEI was organized under the laws of the State of Ohio in 1892 and does business as an electric public utility in that state. CEI engages in the generation, distribution and sale of electric energy in an area of approximately 1,7001,600 square miles in northeastern Ohio. It also has ownership interests in certain generating facilities in Pennsylvania (see Item 2 - Properties). CEI also engages in the sale, purchase and interchange of electric energy with other electric companies. The area CEIit serves has a population of approximately 1.91.8 million. CEI complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

TE was organized under the laws of the State of Ohio in 1901 and does business as an electric public utility in that state. TE engages in the generation, distribution and sale of electric energy in an area of approximately 2,5002,300 square miles in northwestern Ohio. It also has interests in certain generating facilities in Pennsylvania (see Item 2 - Properties). TE also engages in the sale, purchase and interchange of electric energy with other electric companies. The area TEit serves has a population of approximately 0.8 million. TE complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

1

ATSI was organized under the laws of the State of Ohio in 1998. ATSI owns transmission assets that were formerly owned by the Ohio Companies and Penn. ATSI owns and operates major, high-voltage transmission facilities, which consist of approximately 7,100 circuit5,821 pole miles (5,814 pole miles) of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV. There are 37 interconnections with six neighboring control areas. ATSI's transmission system offers gateways into the East through high capacity ties with PJM through Penelec, Duquesne Light Company and Allegheny Energy, Inc. into the North through multiple 345 kV high capacity ties with MEC, and into the South through ties with AEP and DPL. ATSI is the control area operator for the Ohio Companies and Penn service areas. ATSI plans, operates and maintains the transmission system in accordance with the requirements of the FERC, NERC and other applicable regulatory agenciesbodies to ensureprovide reliable service to FirstEnergy's customers (see TransmissionFERC Rate Matters for a discussion of ATSI's participation in the MISO).

JCP&L was organized under the laws of the State of New Jersey in 1925 and owns property and does business as an electric public utility in that state. JCP&L provides transmission and distribution services in 3,200 square miles of northern, western and east central New Jersey. The area JCP&Lit serves has a population of approximately 2.52.6 million. JCP&L complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and the NJBPU.

Met-Ed was organized under the laws of the Commonwealth of Pennsylvania in 1922 and owns property and does business as an electric public utility in that state. Met-Ed provides primarily transmission and distribution services in 3,300 square miles of eastern and south central Pennsylvania. The area it serves has a population of approximately 1.21.3 million. Met-Ed complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PPUC.

1

Penelec was organized under the laws of the Commonwealth of Pennsylvania in 1919 and owns property and does business as an electric public utility in that state. Penelec provides transmission and distribution services in 17,600 square miles of western, northern and south central Pennsylvania. The area it serves has a population of approximately 1.71.6 million. Penelec, as lessee of the property of its subsidiary, The Waverly Electric Light & Power Company, also serves a population of about 13,400customers in Waverly, New York and its vicinity. Penelec complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PPUC.

FES was organized under the laws of the State of Ohio in 1997 and provides energy-related products and services, and through its FGCO subsidiary, operates FirstEnergy's nonnuclear generation businesses. FENOC was organized under the laws of the State of Ohio in 1998 and operates the Companies’ nuclear generating facilities. FSG is the parent company of several HVAC and energy management companies; MYR is a utility infrastructure construction service company. FirstCom provides telecommunication services (local and long-distance phone service). FESC provides legal, financial and other corporate support services to affiliated FirstEnergy companies.Reference is made to Note 16, Segment Information, of the Notes to Consolidated Financial Statements contained in Item 8 for information regarding FirstEnergy's reportable segments.

DivestituresGeneration Asset Transfers

FirstEnergy completedIn 2005, the sale of its international operationsOhio Companies and Penn transferred their respective undivided ownership interests in January 2004 with the sales of its remaining 20.1 percent interest in Avon on January 16, 2004,FirstEnergy's nuclear and 28.67 percent interest in TEBSA on January 30, 2004. Impairment charges relatednon-nuclear generation assets to AvonNGC and TEBSA were recorded in the fourth quarter of 2003 and no gain or loss was recognized upon the sales in 2004. Avon, TEBSA and other international assets sold in 2003 were originally acquired as part of FirstEnergy's November 2001 merger with GPU.

FirstEnergy sold its 50 percent interest in GLEP on June 23, 2004. Proceeds of $220 million included cash of $200 million and the right, valued at $20 million, to participate for up to a 40% interest in future wells in Ohio. This transaction produced an after-tax loss of $7 million, or $0.02 per share of common stock, including the benefits of prior tax capital losses that had been previously fully reserved, which offset the capital gain from the sale.

Risks Factors That May Affect Results

Changes in Commodity Prices Could Adversely Affect Our Margins
While much of our generation serves customers under retail rates set by regulatory bodies, we also purchase and sell electricity in the competitive wholesale and retail markets. Increases in the costs of fuel for our generation facilities (particularly coal and natural gas) can affect our profit margins in both competitive and non-competitive markets. Changes in the market prices of electricity, which are affected by changes in fuel costs and other factors, may impact our financial results and financial position by increasing the amount we pay to purchase power to supply PLR obligations in Ohio and Pennsylvania.

Electricity and fuel prices may fluctuate substantially over relatively short periods of time for a variety of reasons, including:

·  severe or unexpected weather or seasonality;
·  changes in electricity usage;
·  illiquidity in wholesale power and other markets;
·  transmission or transportation constraints, inoperability or inefficiencies;
·  availability of competitively priced alternative energy sources;
·  changes in supply and demand for energy commodities;
·  changes in power production capacity;
·  outages at our power production facilities or those of our competitors;
·  changes in production and storage levels of natural gas, lignite, coal, crude oil and refined products;
·  natural disasters, wars, acts of sabotage, terrorist acts, embargoes and other catastrophic events; and


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Complex and Changing Government Regulations Could Have a Negative Impact on Our Results of Operations
We are subject to comprehensive regulation by various federal, state and local regulatory agencies that significantly influences our operating environment. Changes in or reinterpretations of existing laws or regulations or the imposition of new laws or regulations could require us to incur additional costs or change the way we conduct our business, and therefore could have an adverse impact on our results of operations.

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

We are required to have numerous permits, approvals and certificates from the agencies that regulate our business. We believe the necessary permits, approvals and certificates have been obtained for our existing operations and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on operating results from future regulatory activities of any of these agencies.

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

FirstEnergy’s subsidiaries’ operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements requires us to incur significant costs toward environmental monitoring, installation of pollution control equipment, emission fees, maintenance, upgrading, remediation and permitting at all of our facilities. These expenditures have been significant in the past and may increase in the future. If the cost of compliance with existing environmental laws and regulations does increase, it could adversely affect our business and results of operations, financial position and cash flows. Moreover, changes in environmental laws or regulations may materially increase our costs of compliance or accelerate the timing of capital expenditures. BecauseFGCO, respectively. All of the deregulation of generation, we might not recover through rates additional costs incurred for such compliance. Our compliance strategy, although reasonably based on available information, may not successfully addressnon-nuclear assets were transferred to FGCO under the relevant standards and interpretations in the future. If FirstEnergy fails to comply with environmental laws and regulations, even if caused by factors beyond its control or new interpretations of longstanding requirements, that failure may result in the assessment of civil or criminal liability and fines.

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

FirstEnergy is subject to the risks of nuclear generation, including but not limited to the following:

·the potential harmful effects on the environment and human health resulting from the operation of nuclear facilities and the storage, handling and disposal of radioactive materials;
·limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with our nuclear operations or those of others in the United States;
·uncertainties with respect to contingencies and assessment amounts 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.

The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could necessitate substantial capital expenditures at nuclear plants, including ours. Unlike our fossil plants, which have been leased to and operated by FGCO since 2001, new capital costs as well as fuel, operation and maintenance expenses for the nuclear plants continue to be borne by CEI, TE, OE and Penn.

The Companies’ respective interests in nuclear facilities are insured under NEIL, policies issued for each plant. Under these policies, up to $2.75 billion is provided for property damage and decontamination and decommissioning costs. We have also obtained approximately $1.5 billion of insurance coverage for replacement power costs for the Companies’ respective interests in nuclear facilities. Under these policies, we can be assessed a maximum of approximately $67.5 million for incidents at any covered nuclear facility occurring during a policy year which are in excess of accumulated funds available to the insurer for paying losses.

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

Operation of power plants, transmission and distribution facilities involves many risks, including the breakdown or failure of equipment or processes, accidents, labor disputes, stray voltage and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt generation, transmission and distribution delivery systems. Because our transmission facilities are interconnected with those of third parties, the operation of those facilities may be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.

Operation of our power plants below expected capacity levels could result in lost revenues or increased expenses, including higher maintenance costs that we may not be able to recover from customers. Unplanned outages may require us to incur significant replacement power costs. Moreover, if we were unable to perform under contractual obligations, penalties or liability for damages may result.

We remain obligated to provide safe and reliable service to customers within our franchised service territories. Meeting this commitment requires significant capital and other resources. Failure to provide safe and reliable service due to equipment failure in the electric system could adversely affect our operating results through reduced revenues and increased capital and maintenance costs.

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

Workforce demographic issues are a national phenomenon that is of particular concern to the electric utility industry. The median age of utility workers is significantly higher than the national average. Today, nearly one-half of the utility workforce is age 45 or higher. Consequently, the utility industry faces the difficult challenge of finding ways to retain its aging skilled workforce while recruiting new talent in the hopes of decreasing losses in critical knowledge and skills due to retirements. Mitigating these risks may require additional financial commitments.

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

As a result of the actions taken by state legislative bodies over the last few years, major changes in the electric utility business have occurred and are continuing to take place in parts of the United States, including Ohio, Pennsylvania and New Jersey. These changes have resulted in fundamental alterations in the way integrated utilities conduct their business.

Increased competition resulting from restructuring efforts could have a significant adverse financial impact on FirstEnergy and its subsidiaries and consequently on their results of operations. Increased competition could result in increased pressure to lower prices, including the price of electricity. Retail competition and the unbundling of regulated electric service could have a significant adverse financial impact on us due to potential impairment of assets, a loss of retail customers, lower profit margins or increased costs of capital. We cannot predict the extent and timing of entry by additional competitors into the electric markets.

The FERC and U.S. Congress propose from time to time significant changes in the structure and conduct of the electric utility industry. If the restructuring and deregulation efforts result in increased competition or unrecoverable costs, our business and results of operations may be adversely affected. We cannot predict the extent and timing of further efforts to restructure, deregulate or re-regulate our business or the industry.

Weather Conditions such as Tornadoes, Hurricanes, Storms and Droughts, as Well as Seasonal Temperature Variations

Weather conditions directly influence the demand for electric power. In our service areas, demand for power peaks during the hot summer months, with market prices also typically peaking at that time. As a result, overall operating results may fluctuate on a seasonal and quarterly basis. In addition, we have historically sold less power, and consequently received less revenue, when weather conditions are milder. Severe weather, such as tornadoes, hurricanes, storms and droughts, may cause outages and property damage which may require us to incur additional costs that are generally not insured and that may not be recoverable from customers. The effect of the failure of our facilities to operate as planned, as described above, would be particularly burdensome during a peak demand period.

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A Downgrade in Credit Ratings Could Negatively Affect Our Ability to Access Capital

We rely on access to capital markets as a significant source of liquidity for capital requirements not satisfied by cash flows from operations. Any inability to maintain our current credit ratings could affect, particularly during times of uncertainty in the capital markets, our ability to raise capital on favorable terms which, in turn, could impact our ability to grow our businesses. A credit rating downgrade would likely also increase our interest costs.

On July 22, 2004, S&P updated its analysis of U.S. utility FMB in response to changes in the industry. As a result of its revised methodology for evaluating default risk, S&P raised its FMB credit ratings for 20 U.S. utility companies including JCP&L and Penn. JCP&L’s FMB credit rating was upgraded to BBB+ from BBB and Penn’s FMB credit rating was upgraded to BBB from BBB-.

On August 26, 2004, S&P lowered its rating on certain Met-Ed Senior Notes to BBB- from BBB. The rationale for the ratings change was that Met-Ed’s senior secured notes, in aggregate, now comprise greater than 80% of Met-Ed’s total debt outstanding. According to thepurchase option terms of the senior note indenture, once the 80% threshold is reached, the collateral mortgage bond security falls away and all senior secured notes that were secured by Met-Ed’s senior note indenture become unsecured. The one notch lower rating reflects this loss of collateral security. The BBB senior secured rating on Met-Ed’s FMB remain unchanged.

Also on August 26, 2004, S&P stated that a favorable outcome of the Ohio Rate Stabilization Plan auction process and a favorable resolution of pending environmental litigation would support a higher ratings outlook, or possibly a higher rating. On September 14, 2004, S&P stated that FirstEnergy’s $500 million voluntary contribution to its pension plan was credit neutral.

On December 10, 2004, S&P reaffirmed its ‘BBB-‘ corporate credit rating on FirstEnergy and kept the outlook stable. S&P noted that the stable outlook reflects FirstEnergy’s improving financial profile and cash flow certainty through 2006. S&P stated that should the two refueling outages at the Davis-Besse and Perry nuclear plants scheduled for the first quarter of 2005 be completed successfully without any significant negative findings and delays, FirstEnergy’s outlook would be revised to positive. S&P also stated that a ratings upgrade in the next several months did not seem likely, as remaining issues of concern to S&P, primarily the outcome of environmental litigation and SEC investigations, are not likely to be resolved in the short term.

Financial Performance Risks Related to the Economic Cycles of the Electric Utility Industry

Our business follows the economic cycles of our customers. Sustained downturns or sluggishness in the economy generally affects the markets in which the Companies operate and negatively influences the Companies’ energy operations. Declines in demand for electricity as a result of economic downturns will reduce overall electricity sales and lessen our cash flows, especially as industrial customers reduce production, resulting in less consumption of electricity. Economic conditions also impact our collection rates of accounts receivable.

We May Ultimately Incur Liability in Connection with Federal Proceedings

On October 20, 2004, FirstEnergy was notified by the SEC that the previously disclosed informal inquiry initiated by the SEC's Division of Enforcement in September 2003 relating to the restatements in August 2003 of previously reported results by FirstEnergyMaster Facility Lease between FGCO and the Ohio Companies and Penn, under which FGCO leased, operated and maintained the Davis-Besse extended outage, has becomeassets that it now owns. CEI and TE sold their interests in nuclear generation assets at net book value to NGC, while OE and Penn transferred their interests to NGC through an asset spin-off in the subjectform of a formal orderdividend. On December 28, 2006, the NRC approved the transfer of investigation.ownership in NGC from FirstEnergy to FES. Effective December 31, 2006, NGC is a wholly owned subsidiary of FES and second tier subsidiary of FirstEnergy.  FENOC continues to operate and maintain the nuclear generation assets.

Although the generating plant interests transferred in 2005 did not include leasehold interests of CEI, OE and TE in certain of the plants that are subject to sale and leaseback arrangements entered into in 1987 with non-affiliates, effective October 16, 2007, CEI and TE assigned their leasehold interests in the Bruce Mansfield Plant to FGCO. FGCO assumed all of CEI's and TE's obligations arising under those leases. FGCO subsequently transferred the Unit 1 portion of these leasehold interests, as well as FGCO's leasehold interests under its July 13, 2007 Bruce Mansfield Unit 1 sale and leaseback transaction, to a newly formed wholly-owned subsidiary on December 17, 2007.  The SEC's formal ordersubsidiary assumed all of investigation also encompasses issues raised during the SEC's examination of FirstEnergylessee obligations associated with the assigned interests. However, CEI and TE remain primarily liable on the 1987 leases and related agreements. FGCO remains primarily liable on the 2007 leases and related agreements, and FES remains primarily liable as a guarantor under the related 2007 guarantees, as to the lessors and other parties to the respective agreements.

These transactions above were undertaken pursuant to the Ohio Companies' and Penn's restructuring plans that were approved by the PUCO and the PPUC, respectively, under applicable Ohio and Pennsylvania electric utility restructuring legislation. Consistent with the restructuring plans, generation assets that had been owned by the Ohio Companies under PUHCA. Concurrent with this notification, FirstEnergy receivedand Penn were required to be separated from the regulated delivery business of those companies through transfer or sale to a subpoena askingseparate corporate entity. The transactions essentially completed the divestitures of owned assets contemplated by the restructuring plans by transferring the ownership interests to NGC and FGCO without impacting the operation of the plants. The transfers were intracompany transactions and, therefore, had no impact on our consolidated results.

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Sale and Leaseback Transaction

On July 13, 2007, FGCO completed a sale and leaseback transaction for background documentsits 93.825% undivided interest in Bruce Mansfield Unit 1, representing 779 MW of net demonstrated capacity. The purchase price of approximately $1.329 billion (net after-tax proceeds of approximately $1.2 billion) for the undivided interest was funded through a combination of equity investments by affiliates of AIG Financial Products Corp. and documents relatedUnion Bank of California, N.A. in six lessor trusts and proceeds from the sale of $1.135 billion aggregate principal amount of 6.85% pass through certificates due 2034. A like principal amount of secured notes maturing June 1, 2034 were issued by the lessor trusts to the restatementspass through trust that issued and Davis-Besse issues. On December 30, 2004, FirstEnergy receivedsold the certificates. The lessor trusts leased the undivided interest back to FGCO for a second subpoena asking for documents relating to issues raised during the SEC's PUHCA examination. FirstEnergyterm of approximately 33 years under substantially identical leases. FES has cooperated fully with the informal inquiryunconditionally and will continue to do so with the formal investigation. If it were ultimately determined that FirstEnergy or its subsidiaries have legal liability or are otherwise made subject to liability based on anyirrevocably guaranteed all of FGCO's obligations under each of the above matters, it could have a material adverse effect on FirstEnergy'sleases. The notes and certificates are not guaranteed by FES or its subsidiaries' financial conditionFGCO, but the notes are secured by, among other things, each lessor's undivided interest in Unit 1, rights and results of operations.

In late 2003, FENOC received a subpoena from a grand jury sitting ininterests under the United States District Court forapplicable lease and rights and interests under other related agreements. FES' registration obligations under the Northern District of Ohio, Eastern Division requesting the production of certain documents and records relatingregistration rights agreement applicable to the inspection and maintenance$1.135 billion principal amount of the reactor vessel head at Davis-Besse. We are unable to predict the outcome of this investigation. On December 10, 2004, FirstEnergy received a letter from the United States Attorney's Office stating that FENOC is a target of the federal grand jury investigation into alleged false statements relating to the Davis-Besse outage made to the NRC in the Fall of 2001 in response to NRC Bulletin 2001-01. The letter also said that the designation of FENOC as a target indicates that, in the view of the prosecutors assigned to the matter, it is likely that federal charges will be returned against FENOC by the grand jury. On February 10, 2005, FENOC received an additional subpoena for documents related to root cause reports regarding reactor head degradation and the assessment of reactor head management issues at Davis-Besse. In addition, FENOC remains subject to possible civil enforcement action by the NRCpass through certificates issued in connection with the events leading totransaction were satisfied in September 2007, at which time the Davis-Besse outage in 2002.transaction was classified as an operating lease under GAAP for FES and FirstEnergy.

Utility Regulation

State Regulation

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On August 12, 2004, the NRC notified FENOC that it will increase its regulatory oversight of the Perry Nuclear Power Plant as a result of problems with safety system equipment over the past two years. FENOC operates the Perry Nuclear Power Plant, which is either owned or leased by OE, CEI, TE and Penn. Although the NRC noted that the plant continues to operate safely, the agency has indicated that its increased oversight will include an extensive NRC team inspection to assess the equipment problems and the sufficiency of FENOC’s corrective actions. The outcome of these matters could include NRC enforcement action or other impacts on operating authority. As a result, these matters could have a material adverse effect on FirstEnergy’s or its subsidiaries’ financial condition.
Utility Regulation

As a registered public utility holding company, FirstEnergy is subject to regulation by the SEC under PUHCA. The SEC has determined that the electric facilities of the Companies constitute a single integrated public utility system under the standards of PUHCA. PUHCA regulates FirstEnergy with respect to accounting, the issuance of securities, the acquisition and sale of utility assets, securities or any other interest in any business, and entering into, and performance of, service, sales and construction contracts among its subsidiaries, and certain other matters. PUHCA also limits the extent to which FirstEnergy may engage in nonutility businesses or acquire additional utility businesses. Each of the Companies'Companies’ retail rates, conditions of service, issuance of securities and other matters are subject to regulation in the state in which each company operates -– in Ohio by the PUCO, in New Jersey by the NJBPU and in Pennsylvania by the PPUC.  In addition, under Ohio law, municipalities may regulate rates of a public utility, subject to appeal to the PUCO if not acceptable to the utility.

As a competitive retail electric supplier serving retail customers in Michigan, Ohio, Pennsylvania, New Jersey and Maryland, FES is subject to state laws applicable to competitive electric suppliers in those states, including affiliate codes of conduct that apply to FES and its public utility affiliates.  In addition, if FES or any of its subsidiaries were to engage in the construction of significant new generation facilities, they would also be subject to state siting authority.

Federal Regulation

With respect to their wholesale and interstate electric operations and rates, the Companies, ATSI, FES, FGCO and NGC are subject to regulation including regulation of their accounting policies and practices, by the FERC. Under Ohio law, municipalities may regulatethe FPA, the FERC regulates rates subjectfor interstate sales at wholesale, transmission of electric power, accounting and other matters, including construction and operation of hydroelectric projects. The FERC regulations require ATSI, Met-Ed, JCP&L and Penelec to appealprovide open access transmission service at FERC-approved rates, terms and conditions.  Transmission service over ATSI’s facilities is provided by MISO under its open access transmission tariff, and transmission service over Met-Ed’s, JCP&L’s and Penelec’s facilities is provided by PJM under its open access transmission tariff. The FERC also regulates unbundled transmission service to the PUCO if not acceptable to the utility.retail customers.

Regulatory Accounting

FirstEnergy accountsThe FERC also regulates the sale of power for resale in interstate commerce by granting authority to public utilities to sell wholesale power at market-based rates upon a showing that the seller cannot exert market power in generation or transmission. FES, FGCO and NGC have been authorized by the FERC to sell wholesale power in interstate commerce and have a market-based tariff on file with the FERC. By virtue of this tariff and authority to sell wholesale power, each company is regulated as a public utility under the FPA.  However, consistent with its historical practice, the FERC has granted FES, FGCO and NGC a waiver from most of the reporting, record-keeping and accounting requirements that typically apply to traditional public utilities.  Along with market-based rate authority, the FERC also granted FES, FGCO and NGC blanket authority to issue securities and assume liabilities under Section 204 of the FPA. As a condition to selling electricity on a wholesale basis at market-based rates, FES, FGCO and NGC, like all other entities granted market-based rate authority, must file electronic quarterly reports with the FERC, listing its sales transactions for the effects of regulation through the application of SFAS 71 to its operating utilities when their rates:

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

An enterprise meeting all of these criteria capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. SFAS 71 is applied only to the parts of the business that meet the above criteria. If a portion of the business applying SFAS 71 no longer meets those requirements, previously recorded regulatory assets are removed from the balance sheet in accordance with the guidance in SFAS 101.prior quarter.

In Ohio, New JerseyAugust 2005, President Bush signed into law the EPACT, which repealed the PUHCA effective February 2006. The PUHCA imposed financial and Pennsylvania, laws applicableoperational restrictions on many aspects of FirstEnergy’s business. Some of the PUHCA’s consumer protection authority was transferred to electric industry restructuring contain similar provisions that are reflected in the Companies' respectiveFERC and state regulatory plans. These provisions include:utility commissions.  The EPACT also provides for tax credits for the development of certain clean coal and emissions technologies.

·
  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.
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The nuclear generating facilities owned and leased by NGC are subject to extensive regulation by the NRC.  The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security and environmental and radiological aspects of those stations. The NRC may modify, suspend or revoke operating licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations under such Act or the terms of the licenses. FENOC is the licensee for these plants and has direct compliance responsibility for NRC matters. FES controls the economic dispatch of NGC’s plants.  See “Nuclear Regulation” below.

Regulatory Accounting


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The EUOCCompanies and ATSI recognize, as regulatory assets, costs which the FERC, PUCO, PPUC and NJBPU have authorized for recovery from customers in future periods or for which authorization is probable. Without the probability of such authorization, costs currently recorded as regulatory assets would have been charged to income as incurred. All regulatory assets are expected to be recovered from customers under the Companies' respective transition and regulatory plans. Based on those plans, the Companies continue to bill and collect cost-based rates for their transmission and distribution services, which remain regulated; accordingly, it is appropriate that the Companies continue the application of SFAS 71 to those operations.

FirstEnergy accounts for the effects of regulation through the application of SFAS 71 to its operating utilities since their rates:

▪are established by a third-party regulator with the authority to set rates that bind customers;

▪are cost-based; and

▪can be charged to and collected from customers.

An enterprise meeting all of these criteria capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. SFAS 71 is applied only to the parts of the business that meet the above criteria. If a portion of the business applying SFAS 71 no longer meets those requirements, previously recorded net regulatory assets are removed from the balance sheet in accordance with the guidance in SFAS 101.

In Ohio, New Jersey and Pennsylvania, laws applicable to electric industry restructuring contain similar provisions that are reflected in the Companies' respective state regulatory plans. These provisions include:

▪restructuring the electric generation business and allowing the Companies' customers to select a competitive electric generation supplier other than the Companies;

▪establishing or defining the PLR obligations to customers in the Companies' service areas;

▪providing the Companies with the opportunity to recover potentially stranded investment (or transition costs) not otherwise recoverable in a competitive generation market;
▪itemizing (unbundling) the price of electricity into its component elements including generation, transmission, distribution and stranded costs recovery charges;

▪continuing regulation of the Companies' transmission and distribution systems; and

▪requiring corporate separation of regulated and unregulated business activities.

Reliability Initiatives

Reliability Initiatives
In late 2003 and early 2004, a series of letters, reports and recommendations were issued from various entities, including governmental, industry and ad hoc reliability entities (PUCO, FERC, NERC and the U.S. - Canada Power System Outage Task Force) regarding enhancements to regional reliability. With respectThe proposed enhancements were divided into two groups:  enhancements that were to each of these reliability enhancement initiatives, FirstEnergy submitted its responsebe completed in 2004; and enhancements that were to the respective entity according to any required response dates.be completed after 2004.  In 2004, weFirstEnergy completed implementationall of all actions and initiatives related to enhancing area reliability, improving voltage and reactive management, operator readiness and training, and emergency response preparednessthe enhancements that were recommended for completion in 2004.  Furthermore,Subsequently, FirstEnergy certifiedhas worked systematically to NERC on June 30, 2004, with minor exceptions noted,complete all of the enhancements that we had completed the recommended enhancements, policies, procedures and actions it had recommended be completed by June 30, 2004. In addition, FirstEnergy requested, and NERC provided, a technical assistance team of experts to assist in implementing and confirming timely and successfulwere identified for completion of various initiatives. The NERC-assembled independent verification team confirmed on July 14, 2004, that FirstEnergy had implemented the NERC Recommended Actions to Prevent and Mitigate the Impacts of Future Cascading Blackouts required to be completed by June 30, 2004, as well as NERC recommendations contained in the Control Area Readiness Audit Report required to be completed by summerafter 2004, and recommendations inFirstEnergy expects to complete this work prior to the U.S. - - Canada Power System Outage Task Force Report directed toward FirstEnergysummer of 2008.  The FERC and required to be completed by June 30, 2004, with minor exceptions noted by FirstEnergy. On December 28, 2004, FirstEnergy submitted a follow-up to its June 30, 2004 Certification and Report of Completion to NERC addressing the minor exceptions, which are now essentially complete.

FirstEnergy is proceeding with the implementation of the recommendations that were to be completed subsequent to 2004 and will continue to periodically assess the FERC-ordered Reliability Study recommendations for forecasted 2009 system conditions, recognizing revised load forecasts and other changing system conditions which may impact the recommendations. Thus far, implementation of the recommendations has not required, nor is expected to require, substantial investment in new, or material upgrades, to existing equipment. FirstEnergy notes, however, that FERC or other applicableaffected government agencies and reliability coordinatorsentities may take a different view as to recommended enhancements orreview FirstEnergy's work and, on the basis of any such review, may recommend additional enhancements in the future, thatwhich could require additional, material expenditures. Finally, the PUCO is continuing to review the FirstEnergy filing that addressed upgrades to control room computer hardware and software and enhancements to the training of control room operators, before determining the next steps, if any, in the proceeding.


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On July 5, 2003,
As a result of outages experienced in JCP&L experienced a series of 34.5 kilovolt sub-transmission line faults that resulted&L's service area in outages on the New Jersey shore. On July 16,2002 and 2003, the NJBPU initiated an investigation into the causeperformed a review of JCP&L's outages ofservice reliability. On June 9, 2004, the July 4, 2003 weekend. The NJBPU selectedapproved a Special Reliability Master (SRM) to oversee and makestipulation that addresses a third-party consultants recommendations on appropriate courses of action necessary to ensure system-wide reliability. Additionally, pursuant toThe stipulation incorporates the stipulation of settlement that was adopted in the NJBPU's Order of March 13, 2003 in its docket relating to the investigation of outages in August 2002, the NJBPU, through an independent auditor working under direction of the NJBPU Staff, undertook a review andconsultants focused audit of, and recommendations regarding, JCP&L's Planning and Operations and Maintenance programs and practices (Focused Audit). Subsequentpractices. On June 1, 2005, the consultant completed his work and issued his final report to the initial engagement of the auditor, the scope of the review was expanded to include the outages duringNJBPU. On July 2003.

Both the independent auditor and the SRM submitted interim reports primarily addressing improvements to be made prior14, 2006, JCP&L filed a comprehensive response to the next occurrence of peak loadsconsultant's report with the NJBPU. JCP&L will complete the remaining substantive work described in the summer of 2004. On December 17, 2003, the NJBPU adopted the SRM's interim recommendations related to service reliability. With the assistance of the independent auditor and the SRM, JCP&L and the NJBPU staff created a Memorandum of Understanding (MOU) that set out specific tasks to be performed by JCP&L and a timetable for completion. On March 29, 2004, the NJBPU adopted the MOU and endorsed JCP&L's ongoing actions to implement the MOU. On June 9, 2004, the NJBPU approved a Stipulation that incorporates the final report of the SRM and the Executive Summary and Recommendation portions of the final report of the Operations Audit. A Final Orderstipulation in the Focused Audit docket was issued by the NJBPU on July 23, 2004.2008.  JCP&L continues to file compliance reports with the NJBPU reflecting JCP&L's activities associated with implementing the MOUstipulation.

In 2005, Congress amended the Federal Power Act to provide for federally-enforceable mandatory reliability standards. The mandatory reliability standards apply to the bulk power system and Stipulation.impose certain operating, record-keeping and reporting requirements on the Companies and ATSI. The NERC is charged with establishing and enforcing these reliability standards, although it has delegated day-to-day implementation and enforcement of its responsibilities to eight regional entities, including the ReliabiltyFirst Corporation. All of FirstEnergy's facilities are located within the ReliabiltyFirst region. FirstEnergy actively participates in the NERC and ReliabiltyFirst stakeholder processes, and otherwise monitors and manages its companies in response to the ongoing development, implementation and enforcement of the reliability standards.

FirstEnergy believes that it is in compliance with all currently-effective and enforceable reliability standards.  Nevertheless, it is clear that NERC, ReliabiltyFirst and the FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. The financial impact of complying with new or amended standards cannot be determined at this time. However, the 2005 amendments to the Federal Power Act provide that all prudent costs incurred to comply with the new reliability standards be recovered in rates. Still, any future inability on FirstEnergy's part to comply with the reliability standards for its bulk power system could have a material adverse effect on its financial condition, results of operations and cash flows.

In May 2004,April 2007, ReliabilityFirst performed a routine compliance audit of FirstEnergy's bulk-power system within the PPUCMidwest ISO region and found it to be in full compliance with all audited reliability standards.  Similarly, ReliabilityFirst has scheduled a compliance audit of FirstEnergy's bulk-power system within the PJM region in 2008. FirstEnergy currently does not expect any material adverse financial impact as a result of these audits.

PUCO Rate Matters

On September 9, 2005, the Ohio Companies filed their RCP with the PUCO. The filing included a stipulation and supplemental stipulation with several parties agreeing to the provisions set forth in the plan. On January 4, 2006, the PUCO issued an order approvingwhich approved the revised reliability benchmarkstipulations clarifying certain provisions. Several parties subsequently filed appeals to the Supreme Court of Ohio in connection with certain portions of the approved RCP. In its order, the PUCO authorized the Ohio Companies to recover certain increased fuel costs through a fuel rider, and standards,to defer certain other increased fuel costs to be incurred from January 1, 2006 through December 31, 2008, including revised benchmarksinterest on the deferred balances. The order also provided for recovery of the deferred costs over a 25-year period through distribution rates, which are expected to be effective on January 1, 2009 for OE and standardsTE, and approximately May 2009 for Met-Ed, PenelecCEI.  Through December 31, 2007, the deferred fuel costs, including interest, were $111 million, $76 million and Penn. Met-Ed, Penelec$33 million for OE, CEI and Penn filedTE, respectively.
On August 29, 2007, the Supreme Court of Ohio concluded that the PUCO violated a Petitionprovision of the Ohio Revised Code by permitting the Ohio Companies to collect deferred increased fuel costs through future distribution rate cases, or to alternatively use excess fuel-cost recovery to reduce deferred distribution-related expenses because fuel costs are a component of generation service, not distribution service, and permitting recovery of deferred fuel costs through distribution rates constituted an impermissible subsidy. The Court remanded the matter to the PUCO for Amendment of Benchmarksfurther consideration consistent with the PPUCCourt's Opinion on May 26, 2004 seeking amendment ofthis issue and affirmed the benchmarks and standards due to theirPUCO's order in all other respects. On September 10, 2007 the Ohio Companies filed an Application with the PUCO that requested the implementation of automated outage management systems following restructuring. Evidentiary hearings have been scheduled for September 2005. FirstEnergy is unabletwo generation-related fuel cost riders to predictcollect the outcomeincreased fuel costs that were previously authorized to be deferred. The Ohio Companies requested the riders to become effective in October 2007 and end in December 2008, subject to reconciliation that would be expected to continue through the first quarter of this proceeding.

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2009. On January 16, 2004,9, 2008 the PPUC initiatedPUCO approved the Ohio Companies' proposed fuel cost rider to recover increased fuel costs to be incurred commencing January 1, 2008 through December 31, 2008, which is expected to be approximately $167 million. The fuel cost rider became effective January 11, 2008 and will be adjusted and reconciled quarterly. In addition, the PUCO ordered the Ohio Companies to file a formal investigation of whether Met-Ed's, Penelec'sseparate application for an alternate recovery mechanism to collect the 2006 and Penn's “service reliability performance deteriorated to a point below the level of service reliability that existed prior to restructuring” in Pennsylvania. Hearings were held in early August 2004.2007 deferred fuel costs. On September 30, 2004, Met-Ed, Penelec and Penn filed a settlement agreement with the PPUC that addresses the issues related to this investigation. As part of the settlement, Met-Ed, Penelec and Penn agreed to enhance service reliability, ongoing periodic performance reporting and communications with customers and to collectively maintain their current spending levels of at least $255 million annually on combined capital and operation and maintenance expenditures for transmission and distribution for the years 2005 through 2007. The settlement also outlines an expedited remediation process to address any alleged non-compliance with terms of the settlement and an expedited PPUC hearing process if remediation is unsuccessful. On November 4, 2004, the PPUC accepted the recommendation of the ALJ approving the settlement.

PUCO Rate Matters

In October 2003,February 8, 2008, the Ohio Companies filed an application proposing to recover $220 million of deferred fuel costs and carrying charges for 2006 and 2007 pursuant to a Rate Stabilization Planseparate fuel rider, with alternative options for the recovery period ranging from five to twenty-five years. This second application is currently pending before the PUCO.

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The Ohio Companies recover all MISO transmission and ancillary service related costs incurred through a reconcilable rider that is updated annually on July 1. The riders that became effective on July 1, 2007, represent an increase over the amounts collected through the 2006 riders of approximately $64 million annually. If it is subsequently determined by the PUCO that adjustments to the riders as filed are necessary, such adjustments, with carrying costs, will be incorporated into the 2008 transmission rider filing.

The Ohio Companies filed an application and rate request for an increase in electric distribution rates with the PUCO on June 7, 2007. The requested increase is expected to establishbe more than offset by the elimination or reduction of transition charges at the time the rates go into effect and would result in lowering the overall non-generation portion of the average electric bill for most Ohio customers.  The distribution rate increases reflect capital expenditures since the Ohio Companies' last distribution rate proceedings, increases in operation and maintenance expenses and recovery of regulatory assets that were authorized in prior cases. On August 6, 2007, the Ohio Companies updated their filing supporting a distribution rate increase of $332 million. On December 4, 2007, the PUCO Staff issued its Staff Reports containing the results of their investigation into the distribution rate request. In its reports, the PUCO Staff recommended a distribution rate increase in the range of $161 million to $180 million, with $108 million to $127 million for distribution revenue increases and $53 million for recovery of costs deferred under prior cases. This amount excludes the recovery of deferred fuel costs, whose recovery is now being sought in a separate proceeding before the PUCO, discussed above. On January 3, 2008, the Ohio Companies and intervening parties filed objections to the Staff Reports and on January 10, 2008, the Ohio Companies filed supplemental testimony. Evidentiary hearings began on January 29, 2008 and continued through February 2008. During the evidentiary hearings, the PUCO Staff submitted testimony decreasing their recommended revenue increase to a range of $114 million to $132 million. Additionally, in testimony submitted on February 11, 2008, the PUCO Staff adopted a position regarding interest deferred pursuant to the RCP that, if upheld by the PUCO, would result in the write-off of approximately $13 million of interest costs deferred through December 31, 2007 ($0.03 per share of common stock). The PUCO is expected to render its decision during the second or third quarter of 2008. The new rates would become effective January 1, 2009 for OE and TE, and approximately May 2009 for CEI.

On July 10, 2007, the Ohio Companies filed an application with the PUCO requesting approval of a comprehensive supply plan for providing retail generation service ratesto customers who do not purchase electricity from an alternative supplier, beginning January 1, 2009. The proposed competitive bidding process would average the results of multiple bidding sessions conducted at different times during the year. The final price per kilowatt-hour would reflect an average of the prices resulting from all bids. In their filing, the Ohio Companies offered two alternatives for structuring the bids, either by customer class or a "slice-of-system" approach. A slice-of-system approach would require the successful bidder to be responsible for supplying a fixed percentage of the utility's total load notwithstanding the customer's classification. The proposal provides the PUCO with an option to phase in generation price increases for residential tariff groups who would experience a change in their average total price of 15 percent or more. The PUCO held a technical conference on August 16, 2007 regarding the filing. Initial and reply comments on the proposal were filed by various parties in September and October, 2007, respectively. The proposal is currently pending before the PUCO.
On September 25, 2007, the Ohio Governors proposed energy plan was officially introduced into the Ohio Senate. The bill proposes to revise state energy policy to address electric generation pricing after 2008, establish advanced energy portfolio standards and energy efficiency standards, and create GHG emissions reporting and carbon control planning requirements. The bill also proposes to move to a hybrid system for determining rates for default service in which electric utilities would provide regulated generation service unless they satisfy a statutory burden to demonstrate the existence of a competitive market for retail electricity. The Senate Energy & Public Utilities Committee conducted hearings on the bill and received testimony from interested parties, including the Governors Energy Advisor, the Chairman of the PUCO, consumer groups, utility executives and others. Several proposed amendments to the bill were submitted, including those from Ohios investor-owned electric utilities. A substitute version of the bill, which incorporated certain of the proposed amendments, was introduced into the Senate Energy & Public Utilities Committee on October 25, 2007 and was passed by the Ohio Senate on October 31, 2007. The bill as passed by the Senate is now being considered by the House Public Utilities Committee, which has conducted hearings on the bill. Testimony has been received from interested parties, including the Chairman of the PUCO, consumer groups, utility executives and others. At this time, FirstEnergy cannot predict the outcome of this process nor determine the impact, if any, such legislation may have on its operations or those of the Ohio Companies.
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PPUC Rate Matters

Met-Ed and Penelec have been purchasing a portion of their PLR and default service requirements from FES through a partial requirements wholesale power sales agreement and various amendments. Based on the outcome of the 2006 comprehensive transition rate filing, as described below, Met-Ed, Penelec and FES agreed to restate the partial requirements power sales agreement effective January 1, 2007. The restated agreement incorporates the same fixed price for residual capacity and energy supplied by FES as in responsethe prior arrangements between the parties, and automatically extends for successive one year terms unless any party gives 60 days notice prior to PUCO concerns about price and supply uncertainty following the end of the Ohio Companies'year. The restated agreement also allows Met-Ed and Penelec to sell the output of NUG energy to the market and requires FES to provide energy at fixed prices to replace any NUG energy sold to the extent needed for Met-Ed and Penelec to satisfy their PLR and default service obligations. The fixed price under the restated agreement is expected to remain below wholesale market prices during the term of the agreement.

If Met-Ed and Penelec were to replace the entire FES supply at current market power prices without corresponding regulatory authorization to increase their generation prices to customers, each company would likely incur a significant increase in operating expenses and experience a material deterioration in credit quality metrics. Under such a scenario, each company's credit profile would no longer be expected to support an investment grade rating for their fixed income securities. Based on the PPUCs January 11, 2007 order described below, if FES ultimately determines to terminate, reduce, or significantly modify the agreement prior to the expiration of Met-Eds and Penelecs generation rate caps in 2010, timely regulatory relief is not likely to be granted by the PPUC.

Met-Ed and Penelec made a comprehensive transition plan market development period. On February 24, 2004,rate filing with the Ohio Companies filed a revised Rate Stabilization PlanPPUC on April 10, 2006 to address PUCO concernsa number of transmission, distribution and supply issues. If Met-Ed's and Penelec's preferred approach involving accounting deferrals had been approved, annual revenues would have increased by $216 million and $157 million, respectively. That filing included, among other things, a request to charge customers for an increasing amount of market-priced power procured through a CBP as the amount of supply provided under the then existing FES agreement was to be phased out. Met-Ed and Penelec also requested approval of a January 12, 2005 petition for the deferral of transmission-related costs incurred during 2006. In this rate filing, Met-Ed and Penelec requested recovery of annual transmission and related costs incurred on or after January 1, 2007, plus the amortized portion of 2006 costs over a ten-year period, along with applicable carrying charges, through an adjustable rider. Changes in the recovery of NUG expenses and the recovery of Met-Ed's non-NUG stranded costs were also included in the filing. On May 4, 2006, the PPUC consolidated the remand of the FirstEnergy and GPU merger proceeding, related to the original Rate Stabilization Plan.quantification and allocation of merger savings, with the comprehensive transition rate filing case.

The PPUC entered its opinion and order in the comprehensive rate filing proceeding on January 11, 2007. The order approved the recovery of transmission costs, including the transmission-related deferral for January 1, 2006 through January 10, 2007, and determined that no merger savings from prior years should be considered in determining customers rates. The request for increases in generation supply rates was denied as were the requested changes to NUG expense recovery and Met-Eds non-NUG stranded costs. The order decreased Met-Eds and Penelecs distribution rates by $80 million and $19 million, respectively. These decreases were offset by the increases allowed for the recovery of transmission costs. Met-Eds and Penelecs request for recovery of Saxton decommissioning costs was granted and, in January 2007, Met-Ed and Penelec recognized income of $15 million and $12 million, respectively, to establish regulatory assets for those previously expensed decommissioning costs. Overall rates increased by 5.0% for Met-Ed ($59 million) and 4.5% for Penelec ($50 million). Met-Ed and Penelec filed a Petition for Reconsideration on January 26, 2007, on the issues of consolidated tax savings and rate of return on equity. Other parties filed Petitions for Reconsideration on transmission (including congestion), transmission deferrals and rate design issues. On June 9, 2004,March 1, 2007, the PUCOPPUC issued three orders: (1) a tentative order regarding the reconsideration by the PPUC of its own order; (2) an order denying the Petitions for Reconsideration of Met-Ed, Penelec and the OCA and denying in part and accepting in part the MEIUGs and PICAs Petition for Reconsideration; and (3) an order approving the revised Rate Stabilization Plan, subjectcompliance filing. Comments to conductingthe PPUC for reconsideration of its order were filed on March 8, 2007, and the PPUC ruled on the reconsideration on April 13, 2007, making minor changes to rate design as agreed upon by Met-Ed, Penelec and certain other parties.

On March 30, 2007, MEIUG and PICA filed a competitive bid process.Petition for Review with the Commonwealth Court of Pennsylvania asking the court to review the PPUCs determination on transmission (including congestion) and the transmission deferral. Met-Ed and Penelec filed a Petition for Review on April 13, 2007 on the issues of consolidated tax savings and the requested generation rate increase.  The OCA filed its Petition for Review on April 13, 2007, on the issues of transmission (including congestion) and recovery of universal service costs from only the residential rate class. From June through October 2007, initial responsive and reply briefs were filed by various parties. Oral arguments are expected to take place on April 7, 2008. If Met-Ed and Penelec do not prevail on the issue of congestion, it could have a material adverse effect on the results of operations of Met-Ed, Penelec and FirstEnergy.

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As of December 31, 2007, Met-Ed's and Penelec's unrecovered regulatory deferrals pursuant to the 2006 comprehensive transition rate case, the 1998 Restructuring Settlement (including the Phase 2 proceedings) and the FirstEnergy/GPU Merger Settlement Stipulation were $512 million and $55 million, respectively. During the PPUCs annual audit of Met-Eds and Penelecs NUG stranded cost balances in 2006, it noted a modification to the NUG purchased power stranded cost accounting methodology made by Met-Ed and Penelec. On August 5, 2004,18, 2006, a PPUC order was entered requiring Met-Ed and Penelec to reflect the Ohio Companies accepteddeferred NUG cost balances as if the Rate Stabilization Plan as modifiedstranded cost accounting methodology modification had not been implemented. As a result of this PPUC order, Met-Ed recognized a pre-tax charge of approximately $10.3 million in the third quarter of 2006, representing incremental costs deferred under the revised methodology in 2005. Met-Ed and approved byPenelec continue to believe that the PUCOstranded cost accounting methodology modification is appropriate and on August 24, 2006 filed a petition with the PPUC pursuant to its order for authorization to reflect the stranded cost accounting methodology modification effective January 1, 1999. Hearings on this petition were held in February 2007 and briefing was completed on March 28, 2007. The ALJs initial decision denied Met-Ed's and Penelecs request to modify their NUG stranded cost accounting methodology. The companies filed exceptions to the initial decision on May 23, 2007 and replies to those exceptions were filed on June 4, 2004.2007. On November 8, 2007, the PPUC issued an order denying any changes in the accounting methodology for NUGs.

On May 2, 2007, Penn filed a plan with the PPUC for the procurement of default service supply from June 2008 through May 2011. The filing proposed multiple, competitive RFPs with staggered delivery periods for fixed-price, tranche-based, pay as bid default service supply to the residential and commercial classes. The proposal would phase out existing promotional rates and eliminates the declining block and the demand components on generation rates for residential and commercial customers. The industrial class default service would be provided through an hourly-priced service provided by Penn. Quarterly reconciliation of the differences between the costs of supply and revenues from customers was also proposed. On September 28, 2007, Penn filed a Joint Petition for Settlement resolving all but one issue in the case.  Briefs were also filed on September 28, 2007 on the unresolved issue of incremental uncollectible accounts expense.  The settlement was either supported, or not opposed, by all parties. On December 20, 2007, the PPUC approved the settlement except for the full requirements tranche approach for residential customers, which was remanded to the ALJ for hearings.  Under the terms of the Settlement Agreement, the default service procurement for small commercial customers will be done with multiple RFPs, while the default service procurement for large commercial and industrial customers will utilize hourly pricing. Bids in the first RFP for small commercial load were received on February 20, 2008. In February 2008, parties filed direct and rebuttal testimony in the second quarterremand proceeding for the residential procurement approach. An evidentiary hearing was held on February 26, 2008, and this matter will be presented to the PPUC for its consideration by March 13, 2008.
On February 1, 2007, the Governor of Pennsylvania proposed an EIS. The EIS includes four pieces of proposed legislation that, according to the Governor, is designed to reduce energy costs, promote energy independence and stimulate the economy. Elements of the EIS include the installation of smart meters, funding for solar panels on residences and small businesses, conservation and demand reduction programs to meet energy growth, a requirement that electric distribution companies acquire power that results in the "lowest reasonable rate on a long-term basis," the utilization of micro-grids and a three year phase-in of rate increases. On July 17, 2007 the Governor signed into law two pieces of energy legislation. The first amended the Alternative Energy Portfolio Standards Act of 2004 to, among other things, increase the Ohio Companies implementedpercentage of solar energy that must be supplied at the accounting modifications relatedconclusion of an electric distribution company's transition period. The second law allows electric distribution companies, at their sole discretion, to enter into long term contracts with large customers and to build or acquire interests in electric generation facilities specifically to supply long-term contracts with such customers. A special legislative session on energy was convened in mid-September 2007 to consider other aspects of the EIS. On December 12, 2007, the Pennsylvania Senate passed the Alternative Energy Investment Act which, as amended, provides over $650 million over ten years to implement the Governor's proposal.  The bill was then referred to the extended amortization periodsHouse Environmental Resources and interest costs deferralEnergy Committee where it awaits consideration.  On February 12, 2008, the Pennsylvania House passed House Bill 2200 which provides for energy efficiency and demand management programs and targets as well as the installation of smart meters within ten years. Other legislation has been introduced to address generation procurement, expiration of rate caps, conservation and renewable energy.  The final form of this pending legislation is uncertain. Consequently, FirstEnergy is unable to predict what impact, if any, such legislation may have on the deferred customer shopping incentive balances. On October 1 and October 4, 2004, the OCC and NOAC, respectively, filed appeals with the Supreme Court of Ohio to overturn the June 9, 2004 PUCO order and associated entries on rehearing.its operations.

NJBPU Rate Matters

The revised Rate Stabilization Plan extends current generation prices through 2008, ensuring adequate generation supply at stabilized prices, and continues the Ohio Companies' support of energy efficiency and economic development efforts. Other key components of the revised Rate Stabilization Plan include the following:

·extension of the transition cost amortization period for OE from 2006 to as late as 2007; for CEI from 2008 to as late as mid-2009 and for TE from mid-2007 to as late as mid-2008;
·deferral of interest costs on the accumulated customer shopping incentives as new regulatory assets; and
·ability to request increases in generation charges during 2006 through 2008, under certain limited conditions, for increases in fuel costs and taxes.

On December 9, 2004, the PUCO rejected the auction price results from a required competitive bid process and issued an entry stating that the pricing under the approved revised Rate Stabilization Plan will take effect on January 1, 2006. The PUCO may cause the Ohio Companies to undertake, no more often than annually, a similar competitive bid process to secure generation for the years 2007 and 2008. Any acceptance of future competitive bid results would terminate the Rate Stabilization Plan pricing, but not the related approved accounting, and not until twelve months after the PUCO authorizes such termination.

NJBPU Rate Matters

JCP&L is permitted to defer for future collection from customers the amounts by which its costs of supplying BGS to non-shopping customers and costs incurred under NUG agreements exceed amounts collected through BGS and MTC rates.NUGC rates and market sales of NUG energy and capacity. As of December 31, 2004,2007, the accumulated deferred cost balance totaled approximately $446$322 million. New Jersey law allows for securitization of JCP&L's deferred balance upon application by JCP&L and a determination by the NJBPU that the conditions of the New Jersey restructuring legislation are met. On February 14, 2003, JCP&L filed for approval of the securitization of the deferred balance. There can be no assurance as to the extent, if any, that the NJBPU will permit such securitization.

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In July  2003, the NJBPU announced its JCP&L base electric rate proceeding decision, which reduced JCP&L's annual revenues effective August 1, 2003 and disallowed $153 million of deferred energy costs. The NJBPU decision also provided for an interim return on equity of 9.5% on JCP&L's rate base. The decision ordered a Phase II proceeding be conducted to review whether JCP&L is in compliance with current service reliability and quality standards. The BPU also ordered that any expenditures and projects undertaken by JCP&L to increase its system's reliability will be reviewed as part of the Phase II proceeding, to determine their prudence and reasonableness for rate recovery. In that Phase II proceeding, the NJBPU could increase JCP&L’s return on equity to 9.75% or decrease it to 9.25%, depending on its assessment of the reliability of JCP&L's service. Any reduction would be retroactive to August 1, 2003. JCP&L recorded charges to net income for the year ended December 31, 2003, aggregating $185 million ($109 million net of tax) consisting of the $153 million of disallowed deferred energy costs and $32 million of other disallowed regulatory assets. In its final decision and order issued on May 17, 2004, the NJPBU clarified the method for calculating interest attributable to the cost disallowances, resulting in a $5.4 million reduction from the amount estimated in 2003. JCP&L filed an August 15, 2003 interim motion for rehearing and reconsideration with the NJBPU and a June 1, 2004 supplemental and amended motion for rehearing and reconsideration. On July 7, 2004, the NJBPU granted limited reconsideration and rehearing on the following issues: (1) deferred cost disallowances, (2) the capital structure including the rate of return, (3) merger savings, including amortization of costs to achieve merger savings; and (4) decommissioning costs. Management is unable to predict when a decision may be reached by the NJBPU.

On July 16, 2004, JCP&L filed the Phase II petition and testimony with the NJBPU, requesting an increase in base rates of $36 million for the recovery of system reliability costs and a 9.75% return on equity. The filing also requests an increase to the MTC deferred balance recovery of approximately $20 million annually. The Ratepayer Advocate filed testimony on November 16, 2004 and JCP&L submitted rebuttal testimony on January 4, 2005. Settlement conferences are ongoing.
 
JCP&L sells all self-supplied energy (NUGs and owned generation) to the wholesale market with offsetting credits to its deferred energy balance with the exception of 300 MW from JCP&L's NUG committed supply currently being used to serve BGS customers pursuant to NJBPU order. The BGS auction for periods beginning June 1, 2004 was completed in February 2004 and new BGS tariffs reflecting the auction results became effective June 1, 2004. The NJBPU decision on the BGS post transition year three process was announced on October 22, 2004, approving with minor modifications the BGS procurement process filed by JCP&L and the other New Jersey electric distribution companies and authorizing the continued use of NUG committed supply to serve 300 MW of BGS load. The auction for the supply period beginning June 1, 2005 was completed in February 2005.

In accordance with an April 28, 2004 NJBPU order, JCP&L filed testimony on June 7, 2004 supporting a continuation of the current level and duration of the funding of TMI-2 decommissioning costs by New Jersey customers without a reduction, termination or capping of the funding. On September 30, 2004, JCP&L filed an updated TMI-2 decommissioning study (see Exhibit 13, Note 11 - Asset Retirement Obligations).study. This study resulted in an updated total decommissioning cost estimate of $729 million (in 2003 dollars) compared to the estimated $528 million (in 2003 dollars) from the prior 1995 decommissioning study. The Ratepayer AdvocateDRA filed comments on February 28, 2008.2005 requesting that decommissioning funding be suspended. On March 18, 2005, JCP&L filed a response to those comments. A schedule for further NJBPU proceedings has not yet been set.

In responseOn August 1, 2005, the NJBPU established a proceeding to determine whether additional ratepayer protections are required at the state level in light of the repeal of the PUHCA pursuant to the ongoing work stoppage byEPACT. The NJBPU approved regulations effective October 2, 2006 that prevent a holding company that owns a gas or electric public utility from investing more than 25% of the memberscombined assets of IBEW System Council U-3,its utility and utility-related subsidiaries into businesses unrelated to the utility industry. These regulations are not expected to materially impact FirstEnergy or JCP&L. Also, in the same proceeding, the NJBPU has made inquiries of JCP&L regarding its preparednessStaff issued an additional draft proposal on March 31, 2006 addressing various issues including access to assure service reliabilitybooks and respond to storm or other emergency conditions duringrecords, ring-fencing, cross subsidization, corporate governance and related matters. With the strike. JCP&L has responded to these inquiries and has provided the requested information.

PPUC Rate Matters

In June 2001, the PPUC approved the Settlement Stipulation with all of the major parties in the combined merger and rate relief proceedings, which approved the FirstEnergy/GPU merger and provided Met-Ed and Penelec PLR deferred accounting treatment for energy costs. A February 2002 Commonwealth Court of Pennsylvania decision affirmed the PPUC decision regarding approval of the merger, remandedNJBPU Staff, the issues of quantification and allocation of merger savings to the PPUC and denied the PLR deferral accounting treatment. In October 2003, the PPUC issuedaffected utilities jointly submitted an order concluding that the Commonwealth Court reversed the PPUC’salternative proposal on June 2001 order in its entirety. In accordance with the PPUC's direction, Met-Ed and Penelec filed supplements to their tariffs which were effective October 2003 that reflected the CTC rates and shopping credits in effect prior to the June 21, 2001 order.

In response to its October 8, 2003 petition, the PPUC approved June 30, 2004 as the date for Met-Ed's and Penelec's NUG trust fund refunds and denied their accounting request regarding the CTC rate/shopping credit swap by requiring Met-Ed and Penelec to treat the stipulated CTC rates that were in effect from January 1, 2002 on a retroactive basis. Met-Ed and Penelec subsequently filed with the Commonwealth Court, on October 31, 2003, an Application for Clarification with the judge, a Petition for Review of the PPUC's October 2 and October 16 Orders, and an application for reargument if the judge, in his clarification order, indicates that Met-Ed's and Penelec's Objection was intended to be denied on the merits.2006. The Reargument Brief before the Commonwealth Court was filed January 28, 2005.

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In accordance with PPUC directives, Met-Ed and Penelec have been negotiating with interested parties in an attempt to resolve the merger savings issues that are the subject of remand from the Commonwealth Court. These companies' combined portion of total merger savings is estimated at approximately $31.5 million. If no settlement can be reached, Met-Ed and Penelec will take the position that any portion of such savings should be allocated to customers during each company's next rate proceeding.

Met-Ed and Penelec purchase a portion of their PLR requirements from FES through a wholesale power sale agreement. The PLR sale is automatically extended for each successive calendar year unless any party elects to cancel the agreement by November 1 of the preceding year. Under the terms of the wholesale agreement, FES retains the supply obligation and the supply profit and loss risk, for the portion of power supply requirements not self-supplied by Met-Ed and Penelec under their NUG contracts and other power contracts with nonaffiliated third party suppliers. This arrangement reduces Met-Ed's and Penelec's exposure to high wholesale power prices by providing power at a fixed price for their uncommitted PLR energy costs during the term of the agreement with FES. Met-Ed and Penelec are authorized to continue deferring differences between NUG contract costs and current market prices.

Transmission Rate Matters

On November 1, 2004, ATSI requested authority from the FERC to defer approximately $54 million of vegetation management costs ($13 deferred as of December 31, 2004 pending authorization) estimated to be incurred from 2004 through 2007. The FERC issued an order granting approval of the deferral on March 2, 2005.

ATSI and MISO filed with the FERC on December 2, 2004, seeking approval for ATSI to have transmission rates established based on a FERC-approved cost of service formula rate included in Attachment O under the MISO tariff. The ATSI Network Service net revenue requirement increased under the formula rate to approximately $159 million. On January 28, 2005, the FERC accepted for filing theNJBPU Staff circulated revised tariff sheets to become effective February 1, 2005, subject to refund, and ordered a public hearing be held to address the reasonablenessdrafts of the proposal to eliminateinterested stakeholders in November 2006 and again in February 2007. On February 1, 2008, the voltage-differentiated rate designNJBPU accepted proposed rules for publication in the ATSI zone.New Jersey Register on March 17, 2008.  An April 23, 2008 public hearing on these proposed rules is expected to be scheduled with comments from interested parties expected to be due on May 17, 2008.

New Jersey statutes require that the state periodically undertake a planning process, known as the EMP, to address energy related issues including energy security, economic growth, and environmental impact. The EMP is to be developed with involvement of the Governor's Office and the Governor's Office of Economic Growth, and is to be prepared by a Master Plan Committee, which is chaired by the NJBPU President and includes representatives of several State departments. In October 2006, the current EMP process was initiated with the issuance of a proposed set of objectives which, as to electricity, included the following:

▪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 energy use;
▪Encourage and maintain economic growth and development;

▪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.

Comments on the objectives and participation in the development of the EMP have been solicited and a number of working groups have been formed to obtain input from a broad range of interested stakeholders including utilities, environmental groups, customer groups, and major customers. EMP working groups addressing: (1) energy efficiency and demand response; (2) renewables; (3) reliability; and (4) pricing issues, have completed their assigned tasks of data gathering and analysis and have provided reports to the EMP Committee. Public stakeholder meetings were held in the fall of 2006 and in early 2007, and further public meetings are expected in 2008. At this time, FirstEnergy cannot predict the outcome of this process nor determine the impact, if any, such legislation may have on its operations or those of JCP&L.

On February 13, 2007, the NJBPU Staff informally issued a draft proposal relating to changes to the regulations addressing electric distribution service reliability and quality standards.  Meetings between the NJBPU Staff and interested stakeholders to discuss the proposal were held and additional, revised informal proposals were subsequently circulated by the Staff.  On September 4, 2007, proposed regulations were published in the New Jersey Register, which proposal will be subsequently considered by the NJBPU following comments that were submitted in September and October 2007.  At this time, FirstEnergy cannot predict the outcome of this process nor determine the impact, if any, such regulations may have on its operations or those of JCP&L.
9

FERC Matters

On December  30, 2004, the Ohio Companies filed an application with the PUCO seeking tariff adjustments to recover increases of approximately $30 million in transmissionTransmission Service between MISO and ancillary service-related costs beginning January 1, 2006. The Ohio Companies also filed an application for authority to defer costs such as those associated with MISO Day 1, MISO Day 2, congestion fees, FERC assessment fees, and the ATSI rate increase, as applicable, from October 1, 2003 through December 31, 2005.PJM

On January 12, 2005, Met-Ed and Penelec filed, before the PPUC, a request for deferral of transmission-related costs beginning January 1, 2005, estimated to be approximately $8 million per month.
On September 16,November 18, 2004, the FERC issued an order that imposed additional obligations on CEI under certain pre-Open Access transmission contracts among CEIeliminating the through and the cities of Cleveland and Painesville. Under the FERC’s decision, CEI may be responsible for a portion of new energy market charges imposed by MISO when its energy markets begin in the spring of 2005. CEI filed for rehearing of the order from the FERC on October 18, 2004. The impact of the FERC decision on CEI is dependent upon many factors, including the arrangements made by the citiesout rate for transmission service the startup date forbetween the MISO energy market,and PJM regions. FERC's intent was to eliminate so-called "pancaking" of transmission charges between the MISO and PJM regions. The FERC also ordered the MISO, PJM and the resolutiontransmission owners within MISO and PJM to submit compliance filings containing a rate mechanism to recover lost transmission revenues created by elimination of this charge (referred to as the rehearing request, and cannot be determined at this time.

Seams Elimination Cost Adjustment or "SECA" during a 16-month transition period. The FERC issued orders in 2005 setting the SECA for hearing. The presiding judge issued an initial decision on August 10, 2006, rejecting the compliance filings made by MISO, PJM, and MISOthe transmission owners, and directing new compliance filings. This decision is subject to review and approval by the FERC. Briefs addressing the initial decision were orderedfiled on September 11, 2006 and October 20, 2006. A final order could be issued by the FERC to develop a common market between the regions by October 31, 2004. The FERC also initiated a Section 206 investigation into the reasonableness of the “through-and-out” transmission rates charged by PJM and MISO. By order issued November 17, 2003, as modified by subsequent orders, MISO, PJM, and certain unaffiliated transmission owners in the Midwest were directed to eliminate rates for point-to-point service between the two RTOs effective December 1, 2004. On October 1, 2004, proponentsfirst quarter of a Regional Pricing Plan and a Unified Plan filed competing proposals for FERC’s consideration. Protests and reply comments were filed with the FERC. On November 18, 2004, FERC issued an order conditionally accepting the Regional Pricing Plan and directing compliance filings by MISO and PJM. On November 24, 2004, compliance filings were submitted to FERC that proposed surcharges for collection of lost revenues in both MISO and PJM for December 1, 2004 through March 31, 2006. Numerous parties protested the proposed surcharges on January 7, 2005. On February 10, 2005, FERC issued an order setting the case for hearing. The outcome of this proceeding cannot be predicted.2008.

10
PJM Transmission Rate Design

On January 31, 2005, certain PJM transmission owners made filings with the FERC pursuant to a settlement agreement previously approved by FERC in Docket ER04-156-000.the FERC. JCP&L, Met-Ed and Penelec were parties to that proceeding. Three filings were made. First,proceeding and joined in two of the filings. In the first filing, the settling transmission owners submitted a filing justifying continuation of their existing “license plate” rate design within the PJM RTO. Second,Hearings were held and numerous parties appeared and litigated various issues concerning PJM rate design; notably AEP, which proposed to create a "postage stamp", or average rate for all high voltage transmission facilities across PJM and a zonal transmission rate for facilities below 345 kV. This proposal would have the settlingeffect of shifting recovery of the costs of high voltage transmission lines to other transmission zones, including those where JCP&L, Met-Ed, and Penelec serve load.  The ALJ issued an initial decision directing that the cost of all PJM transmission facilities, regardless of voltage, should be recovered through a postage stamp rate. The ALJ recommended an April 1, 2006 effective date for this change in rate design. Numerous parties, including FirstEnergy, submitted briefs opposing the ALJ's decision and recommendations.  On April 19, 2007, the FERC issued an order rejecting the ALJ's findings and recommendations in nearly every respect. The FERC found that the PJM transmission owners' existing "license plate" or zonal rate design was just and reasonable and ordered that the current license plate rates for existing transmission facilities be retained. On the issue of rates for new transmission facilities, the FERC directed that costs for new transmission facilities that are rated at 500 kV or higher are to be collected from all transmission zones throughout the PJM footprint by means of a postage-stamp rate.  Costs for new transmission facilities that are rated at less than 500 kV, however, are to be allocated on a beneficiary pays basis.  FERC found that PJM's current "beneficiary-pays" cost allocation methodology is not sufficiently detailed and, in a related order that also was issued on April 19, 2007, directed that hearings be held for the purpose of establishing a just and reasonable cost allocation methodology for inclusion in PJMs tariff.
On May 18, 2007, certain parties filed for rehearing of the FERCs April 19, 2007 order.  On January 31, 2008, the requests for rehearing were denied. The FERCs orders on PJM rate design will prevent the allocation of a portion of the revenue requirement of existing transmission facilities of other utilities to JCP&L, Met-Ed and Penelec. In addition, the FERCs decision to allocate the cost of new 500 kV and above transmission facilities on a PJM-wide basis will reduce future transmission revenue recovery from the JCP&L, Met-Ed and Penelec zones. A partial settlement agreement addressing the beneficiary pays methodology for below 500 kV facilities, but excluding the issue of allocating new facilities costs to merchant transmission entities, was filed on September 14, 2007. The agreement was supported by the FERCs Trial Staff, and was certified by the Presiding Judge. The FERCs action on the settlement agreement is pending. The remaining merchant transmission cost allocation issues will proceed to hearing in May 2008. On February 13, 2008, AEP appealed the FERCs orders to the federal Court of Appeals for the D.C. Circuit. The Illinois Commerce Commission has also appealed these orders.

Post Transition Period Rate Design

FERC had directed MISO, PJM, and the respective transmission owners to make filings on or before August 1, 2007 to reevaluate transmission rate design within the MISO, and between MISO and PJM.  On August 1, 2007, filings were made by MISO, PJM, and the vast majority of transmission owners, including FirstEnergy affiliates, which proposed to retain the existing transmission rate design. These filings were approved by the FERC on January 31, 2008.  As a revised Schedule 12result of FERCs approval, the rates charged to FirstEnergy's load-serving affiliates for transmission service over existing transmission facilities in MISO and PJM are unchanged. In a related filing, MISO and MISO transmission owners requested that the current MISO pricing for new transmission facilities that spreads 20% of the cost of new 345 kV and higher transmission facilities across the entire MISO footprint (known as the RECB methodology) be retained.

10
Certain stand-alone transmission companies in MISO made a filing under Section 205 of the Federal Power Act requesting that 100% of the cost of new qualifying 345 kV and higher transmission facilities be spread throughout the entire MISO footprint.  Further, Indianapolis Power and Light Company separately moved the FERC to reopen the record to address the cost allocation under the RECB methodology.  FERC rejected these requests in an order issued January 31, 2008 again maintaining the status quo with respect to allocation of the cost of new transmission facilities in the MISO.

On September 17, 2007, AEP filed a complaint under Sections 206 and 306 of the Federal Power Act seeking to have the entire transmission rate design and cost allocation methods used by MISO and PJM Tariff designeddeclared unjust, unreasonable, and unduly discriminatory, and to harmonizehave FERC fix a uniform regional transmission rate design and cost allocation method for the rate treatmententire MISO and PJM Super Region that recovers the average cost of new and existing transmission facilities. Finally, Baltimore Gas & Electric Companyfacilities operated at voltages of 345 kV and certain publicabove from all transmission customers.  Lower voltage facilities would continue to be recovered in the local utility affiliatestransmission rate zone through a license plate rate.  AEP requested a refund effective October 1, 2007, or alternatively, February 1, 2008.  On January 31, 2008, FERC issued an order denying the complaint.

Distribution of PEPCO Holdings, Inc. made a filing to implement a transmission cost of service formula rate for their load zones within PJM. JCP&L, Met-Ed and Penelec did not join in this filing. Interventions and protests were due on these filings in late February, and we expect the FERC to act in late March 2005 on the filings.MISO Network Service Revenues

Effective February 1, 2008, the MISO Transmission Owners Agreement provides for a change in the method of distributing transmission revenues among the transmission owners.  MISO and a majority of the MISO transmission owners filed on December 3, 2007 to change the MISO tariff to clarify, for purposes of distributing network transmission revenue to the transmission owners, that all network transmission service revenues, whether collected by MISO or directly by the transmission owner, are included in the revenue distribution calculation.   This clarification was necessary because some network transmission service revenues are collected and retained by transmission owners in states where retail choice does not exist, and their unbundled retail load is currently exempt from MISO network service charges. The tariff changes filed with FERC ensure that revenues collected by transmission owners from bundled load are taken into account in the revenue distribution calculation, and that transmission owners with bundled load do not collect more than their revenue requirements.  Absent the changes, transmission owners, and ultimately their customers, with unbundled load or in retail choice states, such as ATSI, would subsidize transmission owners with bundled load, who would collect their revenue requirement from bundled load, plus share in revenues collected by MISO from unbundled customers. This would result in a large revenue shortfall for ATSI, which would eventually be passed on to customers in the form of higher transmission rates as calculated pursuant to ATSIs Attachment O formula under the MISO tariff.

Numerous parties filed in support of the tariff changes, including the public service commissions of Michigan, Ohio and Wisconsin. Ameren filed a protest on December 26, 2007, arguing that the December 3 filing violates the MISO Transmission Owners Agreement as well as an agreement among Ameren (Union Electric), MISO, and the Missouri Public Service Commission, which provides that Union Electrics bundled load cannot be charged by MISO for network service.  On August 6, 2004,January 31, 2008, FERC issued an order conditionally approvingaccepting the MISO’s proposed energy market tariff effective March 1, 2005. FERC affirmed this order on rehearing on November 6, 2004. The implementation of MISO’s energy market isamendment subject to successful completiona minor compliance filing.  This order ensures that ATSI will continue to receive transmission revenues from MISO equivalent to its transmission revenue requirement.
MISO Ancillary Services Market and Balancing Area Consolidation

MISO made a filing on September 14, 2007 to establish Ancillary Services markets for regulation, spinning and supplemental reserves, to consolidate the existing 24 balancing areas within the MISO footprint, and to establish MISO as the NERC registered balancing authority for the region.  This filing would permit load serving entities to purchase their operating reserve requirements in a competitive market.  An effective date of June 1, 2008 was requested in the filing.

MISO's previous filing to establish an Ancillary Services market was rejected without prejudice by FERC on June 22, 2007, subject to MISO providing an analysis of market test runspower within its footprint and approvala plan to ensure reliability during the consolidation of balancing areas. MISO made a September 14 filing addressing the FERC's directives. FirstEnergy supports the proposal to establish markets for Ancillary Services and consolidate existing balancing areas, but filed objections on specific aspects of the MISO proposal.  Interventions and protests to MISO's filing were made with FERC on October 15, 2007.  FERC conducted a technical conference on certain aspects of the MISO proposal on December 6, 2007, and additional comments were filed by FirstEnergy and other parties on December 19, 2007. FERC action is anticipated in the first quarter of 2008.

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Duquesne's Request to Withdraw from PJM

On November 8, 2007, Duquesne Light Company (Duquesne) filed a request with the FERC to exit PJM and to join the MISO. In its filing, Duquesne asked FERC to be relieved of certain compliance filings. capacity payment obligations to PJM for capacity auctions conducted prior to its departure from PJM, but covering service for planning periods through May 31, 2010.  Duquesne asserted that its primary reason for exiting PJM is to avoid paying future obligations created by PJM's forward capacity market.  FirstEnergy believes that Duquesne's filing did not identify or address numerous legal, financial or operational issues that are implicated or affected directly by Duquesne's proposal. Consequently, on December 4, 2007 and January 3, 2008, FirstEnergy submitted responsive filings that, while conceding Duquesne's rights to exit PJM, contested various aspects of Duquesne's proposal.  FirstEnergy particularly focused on Duquesne's proposal that it be allowed to exit PJM without payment of its share of existing capacity market commitments. FirstEnergy also objected to Duquesne's failure to address the firm transmission service requirements that would be necessary for FirstEnergy to continue to use the Beaver Valley Plant to meet existing commitments in the PJM capacity markets and to serve native load.  Additionally, FirstEnergy protested Duquesne's failure to identify or address a number of legal, financial or operational issues and uncertainties that may or will result for both PJM and MISO market participants.  Other market participants also submitted filings contesting Duquesne's plans.

On January 27, 2005,17, 2008, the FERC conditionally approved Duquesne's request to exit PJM.  Among other conditions, FERC obligated Duquesne to pay the PJM capacity obligations that had accrued prior to January 17, 2008.  Duquesne was given until February 1, 2008 to provide FERC written notice of its intent to withdraw and Duquesne filed the notice on February 1st.  The FERCs order took notice of the numerous transmission and other issues raised by FirstEnergy and other parties to the proceeding, but did not provide any responsive rulings or other guidance.  Rather, FERC ordered Duquesne to make a compliance filing in forty-five days from the FERC order (or by March 3, 2008) detailing how Duquesne will satisfy its obligations under the PJM Transmission Owner's Agreement. The FERC likewise directed the MISO announcedto submit a compliance filing in forty-five days (or by March 3, 2008) detailing the MISO's plans to integrate Duquesne into the MISO.  Finally, the FERC directed MISO and PJM to work together to resolve the substantive and procedural issues implicated by Duquesne's transition into the MISO.  On February 19, 2008, FirstEnergy asked for clarification or rehearing of certain of the matters addressed in FERC's January 17, 2008 Order.

MISO Resource Adequacy Proposal

MISO made a filing on December 28, 2007 that financially binding market activities would be postponed until April 1, 2005 to permit additional testing of systems and training. FirstEnergy affiliates have been certified as market participants and will participatecreate an enforceable planning reserve requirement in the MISO markets when they begin operation.tariff for load serving entities such as the Ohio Companies, Penn, and FES. This requirement is proposed to become effective for the planning year beginning June 1, 2009.  The filing would permit MISO to establish the reserve margin requirement for load serving entities based upon a one day loss of load in ten years standard, unless the state utility regulatory agency establishes a different planning reserve for load serving entities in its state. FirstEnergy generally supports the proposal as it promotes a mechanism that will result in long-term commitments from both load-serving entities and resources, including both generation and demand side resources, that are necessary for reliable resource adequacy and planning in the MISO footprint. FirstEnergy does not expect this filing to impose additional supply costs since its load serving entities in MISO are already bound by similar planning reserve requirements established by ReliabilityFirst Corporation. Comments on the filing were filed on January 28, 2008. An effective date of June 1, 2009 was requested in the filing, but MISO has requested FERC approval by the end of the first quarter of 2008.
Organized Wholesale Power Markets

On February 21, 2008, the FERC issued a NOPR through which it proposes to adopt new rules that it states will “improve operations in organized electric markets, boost competition and bring additional benefits to consumers.” The proposed rule addresses demand response and market pricing during reserve shortages, long-term power contracting, market-monitoring policies, and responsiveness of RTOs and ISOs to stakeholders and customers.  FirstEnergy has not yet had an opportunity to evaluate the impact of the proposed rule on its operations.


12
Capital Requirements

CapitalAnticipated capital expenditures for the Companies, FES and FirstEnergy's other subsidiaries for the years 20052008 through 20072012 excluding nuclear fuel, are shown in the following table. Such costs include expenditures for the betterment of existing facilities and for the construction of generating capacity, facilities for environmental compliance, transmission lines, distribution lines, substations and other assets.assets.

  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 


  
2004
 
Capital Expenditures Forecast
 
  
Actual
 
2005
 
2006-2007
 
Total
 
  
(In millions)
 
OE 
$
112
 
$
133
 
$
307
 
$
440
 
Penn  76  82  145  227 
CEI  93  103  265  368 
TE  51  56  136  192 
JCP&L  153  178  333  511 
Met-Ed  53  67  138  205 
Penelec  53  89  183  272 
ATSI  22  74  225  299 
FES  92  163  542  705 
Other subsidiaries  26  34  69  103 
Total 
$
731
 
$
979
 
$
2,343
 
$
3,322
 


During the 2005-20072008-2012 period, maturities of, and sinking fund requirements for, long-term debt and preferred stock of FirstEnergy and its subsidiaries are:

 
Preferred Stock and Long-Term Debt
  Long-Term Debt Redemption Schedule 
 
Redemption Schedule
  2008  2009-2012 Total 
 
2005
 
2006-2007
 
Total
  (In millions) 
 
(In millions)
         
          
FirstEnergy $- $1,500 $1,500 
OE 
$
134
 
$
9
 
$
143
   176  3  179 
Penn  2  14  16 
CEI*  1  122  123 
TE  0  30  30 
Penn*  1  4  5 
CEI**  125  150  275 
JCP&L  17  226  243   27  126  153 
Met-Ed  30  151  181   -  100  100 
Penelec  8  3  11   -  159  159 
FirstEnergy  300  1,215  1,515 
Other subsidiaries  5  23  28   5  27  32 
Total 
$
497
 
$
1,793
 
$
2,290
  $334 $2,069 $2,403 
          
* Penn has an additional $63 million due to associated companies in 2009-2012.* 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.** CEI has an additional $72 million due to associated companies in 2009-2012. 

*CEI has an additional $21 million due to associated companies in 2006-2007.

The Companies’ and FES's respectiveNGC's investments for additional nuclear fuel andduring the 2008-2012 period are estimated to be approximately $1.4 billion, of which about $132 million applies to 2008. During the same period, its nuclear fuel investment reductionsinvestments are expected to be reduced by approximately $952 million and $111 million, respectively, as the nuclear fuel is consumed, during the 2005-2007 period are presented in theconsumed. The following table. The table also displays the Companies’Companies' operating lease commitments, net of capital trust cash receipts for the 2005-20072008-2012 period.

  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. 

1113



  
Nuclear Fuel Forecasts
 
Net
 
  
New Investments
 
Consumption
 
Operating Lease Commitments
 
  
2005
 
2006-2007
 
Total
 
2005
 
2006-2007
 
Total
 
2005
 
2006-2007
 
Total
 
  
(In millions)
 
                    
OE $21 $54 $75 $24 $49 $73 $82 $160 $242 
Penn  13  50  63  17  35  52  --  --  -- 
CEI  11  65  76  28  63  91  18  25  43 
TE  8  46  54  20  44  64  80  158  238 
JCP&L  --  --  --  --  --  --  2  3  5 
Met-Ed  --  --  --  --  --  --  1  3  4 
Total $53 $215 $268 $89 $191 $280 $183 $349 $532 
Short-term borrowings outstandingFirstEnergy had approximately $903 million of short-term indebtedness as of December 31, 2004, consisted2007, comprised of $29$800 million in borrowings under a $2.75 billion revolving line of credit and $103 million of other bank borrowings (OE - $25 million and HVACs - $4 million), and $142 millionborrowings. Total short-term bank lines of OES Capital, Incorporated. OES Capital is a wholly owned subsidiary of OE whose borrowings are secured by customer accounts receivable purchased from OE. OES Capital can borrow upcommitted credit to $170 million under a receivables financing agreement at rates based on certain bank commercial paper. FirstEnergy and OE had $1.4 billion available under $1.75 billion of revolving lines of creditthe Companies as of December 31, 2004.2007 were approximately $3.4 billion.

FirstEnergy, along with certain of its subsidiaries, are party to a $2.75 billion five-year revolving credit facility. FirstEnergy may borrowrequest an increase in the total commitments available under these facilitiesthis facility up to a maximum of $3.25 billion. Commitments under the facility are available until August 24, 2012, unless the lenders agree, at the request of the Borrowers, to an unlimited number of additional one-year extensions. Generally, borrowings under the facility must be repaid within 364 days. Available amounts for each Borrower are subject to a specified sub-limit, as well as applicable regulatory and could transfer any of its borrowings to its subsidiaries. Theseother limitations.  The annual facility fee is 0.125%.

The revolving credit facilities,facility, combined with an aggregate $550 million (unused as of December 31, 2007) of accounts receivable financing facilities for OE, CEI, TE, Met-Ed, Penelec and Penn, are intended to provide liquidity to meet our short-term working capital requirements and those of our subsidiaries.for other general corporate purposes. Total unused borrowing capability under existing facilities and accounts receivable financing facilities totaled $1.7$2.4 billion as of December 31, 2004.2007. An additional source of ongoing cash for FirstEnergy, as a holding company, is cash dividends and return of capital from its subsidiaries. In 2004,2007, the holding company received $782 million$1.3 billion of cash dividends on common stock and return of capital from its subsidiaries.

Based on their present plans, the Companies could provide for their cash requirements in 20052008 from the following sources: funds to be received from operations; available cash and temporary cash investments as of December 31, 2004 (Company’s nonutility2007 (FirstEnergy's non-utility subsidiaries - $51$128 million and OE - $1 million); the issuance of long-term debt (for refunding purposes); funds from capital markets and funds available under revolving credit arrangements.

The extent and type of future financings will depend on the need for external funds as well as market conditions, the maintenance of an appropriate capital structure and the ability of the Companies to comply with coverage requirements in order to issue FMB and preferred stock. The Companies will continue to monitor financial market conditions and, where appropriate, may take advantage of economic opportunities to refund debt and preferred stock to the extent that their financial resources permit.

The coverage requirements contained in the first mortgage indentures under which the Companies issue FMB provide that, except for certain refunding purposes, the Companies may not issue FMB unless applicable net earnings (before income taxes), calculated as provided in the indentures, for any periodAs of twelve consecutive months within the fifteen calendar months preceding the month in which such additional bonds are issued, are at least twice annual interest requirements on outstanding FMB, including those being issued. At the end of 2004,December 31, 2007, the Ohio Companies and Penn had the aggregate capability to issue approximately $4.4$3.4 billion of additional FMB on the basis of property additions and retired bonds under the terms of their respective mortgage indentures. The issuance of FMB by OE, CEI and CEI areTE is also subject to provisions of their senior note indentures generally limiting the incurrence of additional secured debt, subject to certain exceptions that would permit, among other things, the issuance of secured debt (including FMB) (i) supporting pollution control notes or similar obligations, or (ii) as an extension, renewal or replacement of previously outstanding secured debt. In addition, these provisions would permit OE, CEI and CEITE to incur additional secured debt not otherwise permitted by a specified exception of up to $641$573 million, $442 million and $588$118 million, respectively, as of December 31, 2004. Under2007. JCP&L satisfied the provisionsprovision of its senior note indenture JCP&L may issue additional FMB onlyfor the release of all FMBs held as collateral for senior notes. As of December 31, 2004, JCP&L had the capability to issue $644 million of additional senior notes upon the basis of FMB collateral.in May 2007, subsequently repaid its other remaining FMBs and, effective September 14, 2007, discharged and released its mortgage indenture.

OE’s, Penn’s, TE’s and JCP&L's respective articles of incorporation prohibit the sale of preferred stock unless applicable gross income, calculated as provided in the articles of incorporation, is equal to at least 1-1/2 times the aggregate of the annual interest requirements on indebtedness and annual dividend requirements on preferred stock outstanding immediately thereafter. Based uponThe applicable earnings coverage tests in theirthe respective charters of OE, TE, Penn TE and JCP&L could issue a totalare currently inoperative. In the event that any of $4.5 billionthem issues preferred stock in the future, the applicable earnings coverage test will govern the amount of preferred stock (assuming no additional debt was issued) as of the end of 2004.that may be issued. CEI, Met-Ed and Penelec do not have nosimilar restrictions onand could issue up to the issuancenumber of preferred stock.shares authorized under their respective charters.

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To the extent that coverage requirements or market conditions restrict the Companies’Companies' abilities to issue desired amounts of FMB or preferred stock, the Companies may seek other methods of financing. Such financings could include the sale of preferred and/or preference stock or of such other types of securities as might be authorized by applicable regulatory authorities which would not otherwise be sold and could result in annual interest charges and/or dividend requirements in excess of those that would otherwise be incurred.

As of December 31, 2004,2007, FirstEnergy had approximately $1.0 billion wasof remaining unused capacity under FirstEnergy'san existing shelf registration statement filed with the SEC in 2003 to support future securities issues.issuances. The shelf registration provides the flexibility to issue and sell various types of securities, including common stock, debt securities, and share purchase contracts and related share purchase units. As of December 31, 2007, OE had approximately $400 million of capacity remaining unused under a shelf registration for unsecured debt securities filed with the SEC in 2006.

14
Nuclear RegulationOperating Licenses

The construction, operation and decommissioning of nuclear generating units are subject to the regulatory jurisdictionEach of the NRC includingnuclear units in the issuance by it of construction permits, operating licenses, and possession only licenses for decommissioning reactors. The NRC's procedures with respect to the amendment of nuclear reactor operating licenses afford opportunities for interested parties to request adjudicatory hearings on health, safety and environmental issues subject to meeting NRC "standing" requirements. The NRC may require substantial changes in operation or the installation of additional equipment to meet safety or environmental standards, subject to the backfit rule requiring the NRC to justify such new requirements as necessary for the overall protection of public health and safety. The possibility also exists for modification, denial or revocation of licenses. AsFES portfolio operates under a result of the merger with GPU, FirstEnergy now owns the TMI-2 and the Saxton Nuclear Experimental Facility. Both facilities are in various stages of decommissioning. TMI-2 is in a post-defueling monitored storage condition, with decommissioning planned in 2014, absent an extension of the40-year operating license togranted by the owner of TMI-1. Saxton is in the final stages of decommissioning, with license termination and final site restoration scheduledNRC. FENOC’s application for the third quarter of 2005. Beaver Valley Unit 1 was placed in commercial operation in 1976, and its operating license expires in 2016. Davis-Besse was placed in commercial operation in 1977, and its operating license expires in 2017. Perry Unit 1 and Beaver Valley Unit 2 were placed in commercial operation in 1987, and their operating licenses expire in 2026 and 2027, respectively. FirstEnergy submitted a license renewal application with the NRC seeking to extend the operation ofextensions for Beaver Valley Units 1 and 2 was accepted by the NRC on November 9, 2007.  Similar applications are expected to 2036be filed for Davis-Besse in 2010 and 2047, respectively.Perry in 2013. The NRC review process takes approximately two to three years from the docketing of an application. The license extension is for 20 years beyond the current license period. The following table summarizes operating license expiration dates for FES’ nuclear facilities in service.
 
Station
 
In-Service Date
Current License
Expiration
Beaver Valley Unit 119762016
Beaver Valley Unit 219872027
Perry19862026
Davis-Besse19772017
Nuclear Regulation

Davis-Besse, which is operated byOn March 2, 2007, the NRC returned the Perry Plant to routine agency oversight as a result of its assessment of the corrective actions that FENOC began its scheduled refueling outage on February 16, 2002.has taken over the last two-and-one-half years. The plant had been operating under heightened NRC oversight since August 2004.  On May 8, 2007, as a result of a "white" Emergency AC Power Systems mitigating systems performance indicator, the NRC notified FENOC that the Perry Plant was originally scheduledbeing placed in the Regulatory Response Column (Column 2 of the ROP) and additional inspections would be conducted.

On May 14, 2007, the Office of Enforcement of the NRC issued a Demand for Information (DFI) to returnFENOC, following FENOCs reply to servicean April 2, 2007 NRC request for information, about two reports prepared by expert witnesses for an insurance arbitration (the insurance claim was subsequently withdrawn by FirstEnergy in December 2007) related to Davis-Besse. The NRC indicated that this information was needed for the endNRC "to determine whether an Order or other action should be taken pursuant to 10 CFR 2.202, to provide reasonable assurance that FENOC will continue to operate its licensed facilities in accordance with the terms of March 2002. Duringits licenses and the refueling outage,Commissions regulations." FENOC found corrosion inwas directed to submit the information to the NRC within 30 days. On June 13, 2007, FENOC filed a response to the NRC's Demand for Information reaffirming that it accepts full responsibility for the mistakes and omissions leading up to the damage to the reactor vessel head near someand that it remains committed to operating Davis-Besse and FirstEnergy's other nuclear plants safely and responsibly. FENOC submitted a supplemental response clarifying certain aspects of the control rod drive mechanism penetration nozzles, created by boric acid deposits from leaks inDFI response to the nozzles. As a result,NRC on July 16, 2007. On August 15, 2007, the NRC issued a confirmatory action letter stating that restartorder imposing these commitments. FENOC must inform the NRC's Office of Enforcement after it completes the plant would bekey commitments embodied in the NRC's order. FENOC's compliance with these commitments is subject to priorfuture NRC approval, and it established an Inspection Manual Chapter 0350 Oversight Panel to ensure close NRC oversight of Davis-Besse’s corrective actions.review.

On March 8, 2004, FENOC received NRC authorization to restart Davis-Besse and the plant achieved full power on April 4, 2004.Nuclear Insurance

The NRC granted restart authorization in an order containing several commitments for Davis-Besse. Those requirements include ongoing independent assessments of the site’s operational performance, safety culture and safety conscious work environment, and corrective action and engineering programs for five years, as well as visual inspection of the reactor head and lower vessel during the plant’s mid-cycle outage, which took place in late January and early February of 2005.

In 2002, FENOC spent approximately $115 million in additional nuclear-related operation and maintenance costs, approximately $120 million in replacement power costs and approximately $63 million in capital expenditures related to the reactor head and restart. In 2003, FENOC spent approximately $93 million in additional nuclear-related operation and maintenance costs, approximately $196 million in replacement power costs and approximately $21 million in capital expenditures related to the reactor head and restart. In 2004, FENOC spent approximately $900,000 in additional nuclear-related operation and maintenance costs and approximately $64 million in replacement power costs during the remaining period of the outage.

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The NRC has promulgated and continues to promulgate orders and regulations related to the safe operation of nuclear power plants and standards for decommissioning clean-up and final license termination. The Companies cannot predict what additional orders and regulations (including post-September 11, 2001 security enhancements) may be promulgated, design changes required or the effect that any such regulations or design changes or additional clean-up standards for final site release, or the consideration thereof, may have upon their nuclear plants. Although the Companies have no reason to anticipate an accident at any of their nuclear plants, if such an accident did happen, it could have a material but currently undeterminable adverse effect on FirstEnergy's consolidated financial position. In addition, such an accident at any operating nuclear plant, whether or not owned by the Companies, could result in regulations or requirements that could affect the operation, licensing, or decommissioning of plants that the Companies do own with a consequent but currently undeterminable adverse impact, and could affect the Companies’ abilities to raise funds in the capital markets.

Nuclear Insurance

The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $10.8 billion (assuming 104 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $300 million; and (ii) $10.5 billion provided by an industry retrospective rating plan required by the NRC pursuant thereto. Under such retrospective rating plan, in the event of a nuclear incident at any unit in the United States resulting in losses in excess of private insurance, up to $100.6 million (but not more than $10$15 million per unit per year in the event of more than one incident) must be contributed for each nuclear unit licensed to operate in the country by the licensees thereof to cover liabilities arising out of the incident. Based on theirits present nuclear ownership and leasehold interests, the Companies’FirstEnergy's maximum potential assessment under these provisions would be $402.4 million (OE-$107.5(OE - $34.4 million, Penn-$84.5 million, CEI-$121.4NGC - $349.6 million, and TE-$89.0TE - $18.4 million) per incident but not more than $40.0$60 million (OE-$10.7(OE - $5.1 million, Penn-$8.4 million, CEI-$12.1NGC - $52.1 million, and TE-$8.8TE - $2.8 million) in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, the Companies haveFirstEnergy has also obtained insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. The Companies are membersFirstEnergy is a member of NEILNuclear Electric Insurance Limited (NEIL) which provides coverage (NEIL I) for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. Under NEIL I, the Companies haveFirstEnergy has policies, renewable yearly, corresponding to their respectiveits nuclear interests, which provide an aggregate indemnity of up to approximately $1.488$1.96 billion (OE-$397.2(OE - $168 million, Penn-$280.1 million, CEI-$478.9 million and TE-$332.1NGC - $1.70 billion, TE - $89 million) for replacement power costs incurred during an outage after an initial 20-week waiting period. Members of NEIL I pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. The Companies’FirstEnergy's present maximum aggregate assessment for incidents at any covered nuclear facility occurring during a policy year would be approximately $10.4$18.4 million (OE-$2.8(OE - $1.6 million, Penn-$2.0 million, CEI-$3.3NGC - $16.0 million, and TE-$2.3TE - $0.8 million).

The Companies are
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FirstEnergy is insured as to their respective nuclear interests under property damage insurance provided by NEIL to the operating company for each plant. Under these arrangements, up to $2.75 billion of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. The Companies payFirstEnergy pays annual premiums for this coverage and areis liable for retrospective assessments of up to approximately $57.1$62.5 million (OE-$16.0(OE - $5.9 million, Penn-$11.2NGC - $53.4 million, CEI-$17.5TE - $2.4 million, TE-$11.6Met-Ed - $0.4 million, JCP&L-$0.2 million, Met-Ed-$0.4Penelec - - $0.2 million and Penelec-$0.2JCP&L - $0.2 million) during a policy year. On September 30, 2003, CEI and TE tendered Proofs of Loss under the Nuclear Electric Insurance Limited (NEIL) Property Damage and Accidental Outage Policies for the Davis-Besse Nuclear Power Station related to an outage that began in 2002 at that station. The property damage losses claimed by CEI and TE total $77.9 million and the Accidental Outage losses claimed by CEI and TE total $106.7 million. On December 18, 2004, NEIL denied CEI’s and TE’s claims. CEI and TE are considering their options with respect to pursuing an arbitration of this matter.

The Companies intendFirstEnergy intends to maintain insurance against nuclear risks as described above as long as it is available. To the extent that replacement power, property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of the Companies’FirstEnergy's plants exceed the policy limits of the insurance in effect with respect to that plant, to the extent a nuclear incident is determined not to be covered by the Companies’FirstEnergy's insurance policies, or to the extent such insurance becomes unavailable in the future, the CompaniesFirstEnergy would remain at risk for such costs.

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The NRC requires nuclear power plant licensees to obtain minimum property insurance coverage of $1.06 billion or the amount generally available from private sources, whichever is less. The proceeds of this insurance are required to be used first to ensure that the licensed reactor is in a safe and stable condition and can be maintained in that condition so as to prevent any significant risk to the public health and safety. Within 30 days of stabilization, the licensee is required to prepare and submit to the NRC a cleanup plan for approval. The plan is required to identify all cleanup operations necessary to decontaminate the reactor sufficiently to permit the resumption of operations or to commence decommissioning. Any property insurance proceeds not already expended to place the reactor in a safe and stable condition must be used first to complete those decontamination operations that are ordered by the NRC. The Companies areFirstEnergy is unable to predict what effect these requirements may have on the availability of insurance proceeds to the Companies for the Companies’ bondholders.proceeds.

Environmental Matters

Various federal, state and local authorities regulate the CompaniesFirstEnergy with regard to air and water quality and other environmental matters. The effects of compliance on the CompaniesFirstEnergy with regard to environmental matters could have a material adverse effect on FirstEnergy's earnings and competitive position. These environmental regulations affect FirstEnergy's earnings and competitive position to the extent that it competes with companies that are not subject to such regulations and, therefore, do not bear the risk of costs associated with compliance, or failure to comply, with such regulations. Overall, FirstEnergy believes it is in compliance with existing regulations but is unable to predict future change in regulatory policies and what, if any, the effects of such change would be. FirstEnergy estimates additional capital expenditures for environmental compliance of approximately $430 million$1.4 billion for 2005 through 2007, whichthe period 2008-2012.

FirstEnergy accrues environmental liabilities only when it concludes that it is includedprobable that it has an obligation for such costs and can reasonably estimate the amount of such costs. Unasserted claims are reflected in FirstEnergy's determination of environmental liabilities and are accrued in the $3.3 billion of forecasted capital expenditures for 2005 through 2007.period that they become both probable and reasonably estimable.

Clean Air Act Compliance

Clean Air Act Compliance
The Companies areFirstEnergy is required to meet federally approvedfederally-approved SO22 emissions regulations. Violations of such regulations can result in the shutdown of the generating unit involved and/or civil or criminal penalties of up to $32,500 for each day the unit is in violation. The EPA has an interim enforcement policy for SO22 regulations in Ohio that allows for compliance based on a 30-day averaging period. The CompaniesFirstEnergy believes it is currently in compliance with this policy, but cannot predict what action the EPA may take in the future with respect to the interim enforcement policy.

The Companies believe they are complyingEPA Region 5 issued a Finding of Violation and NOV to the Bay Shore Power Plant dated June 15, 2006, alleging violations to various sections of the Clean Air Act. FirstEnergy has disputed those alleged violations based on its Clean Air Act permit, the Ohio SIP and other information provided to the EPA at an August 2006 meeting with the EPA. The EPA has several enforcement options (administrative compliance order, administrative penalty order, and/or judicial, civil or criminal action) and has indicated that such option may depend on the time needed to achieve and demonstrate compliance with the rules alleged to have been violated. On June 5, 2007, the EPA requested another meeting to discuss an appropriate compliance program and a disagreement regarding the opacity limit applicable to the common stack for Bay Shore Units 2, 3 and 4.

FirstEnergy complies with SO22 reduction requirements under the Clean Air Act Amendments of 1990 by burning lower-sulfur fuel, generating more electricity from lower-emitting plants, and/or using emission allowances. NOXx reductions required by the 1990 Amendments are being achieved through combustion controls and the generation of more electricity at lower-emitting plants. In September 1998, the EPA finalized regulations requiring additional NOXx reductions from the Companies'at FirstEnergy's facilities. The EPA's NOXx Transport Rule imposes uniform reductions of NOXx emissions (an approximate 85 percent85% reduction in utility plant NOXx emissions from projected 2007 emissions) across a region of nineteen states (including Michigan, New Jersey, Ohio and Pennsylvania) and the District of Columbia based on a conclusion that such NOXx emissions are contributing significantly to ozone levels in the eastern United States. The Companies believe theirFirstEnergy believes its facilities are also complying with the NOXx budgets established under State Implementation Plans (SIPs)SIPs through combustion controls and post-combustion controls, including Selective Catalytic Reduction and Selective Non-Catalytic ReductionSNCR systems, and/or using emission allowances.
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On May 22, 2007, FirstEnergy and FGCO received a notice letter, required 60 days prior to the filing of a citizen suit under the federal Clean Air Act, alleging violations of air pollution laws at the Bruce Mansfield Plant, including opacity limitations. Prior to the receipt of this notice, the Plant was subject to a Consent Order and Agreement with the Pennsylvania Department of Environmental Protection concerning opacity emissions under which efforts to achieve compliance with the applicable laws will continue. On October 16, 2007, PennFuture filed a complaint, joined by three of its members, in the United States District Court for the Western District of Pennsylvania. On January 11, 2008, FirstEnergy filed a motion to dismiss claims alleging a public nuisance. FGCO is not required to respond to other claims until the Court rules on this motion to dismiss.
On December 18, 2007, the state of New Jersey filed a Clean Air Act citizen suit alleging new source review violations at the Portland Generation Station against Reliant (the current owner and operator), Sithe Energy (the purchaser of the Portland Station from Met-Ed in 1999), GPU, Inc. and Met-Ed.  Specifically, New Jersey alleges that "modifications" at Portland Units 1 and 2 occurred between 1980 and 1995 without preconstruction new source review or permitting required by the Clean Air Act's prevention of significant deterioration program, and seeks injunctive relief, penalties, attorney fees and mitigation of the harm caused by excess emissions.  Although it remains liable for civil or criminal penalties and fines that may be assessed relating to events prior to the sale of the Portland Station in 1999, Met-Ed is indemnified by Sithe Energy against any other liability arising under the CAA whether it arises out of pre-1999 or post-1999 events.

National Ambient Air Quality Standards
 
In July 1997,March 2005, the EPA promulgated changes infinalized the NAAQS for ozone and proposed a new NAAQS for fine particulate matter. On December 17, 2003, the EPA proposed the "Interstate Air Quality Rule"CAIR covering a total of 2928 states (including Michigan, New Jersey, Ohio and Pennsylvania) and the District of Columbia based on proposed findings that air pollution emissions from 2928 eastern states and the District of Columbia significantly contribute to nonattainmentnon-attainment of the NAAQS for fine particles and/or the "8-hour" ozone NAAQS in other states. The EPA has proposed the Interstate Air Quality Rule to "cap-and-trade"CAIR requires reductions of NOXx and SO22 emissions in two phases (Phase I in 2009 for NOX, 2010 for SO2 and Phase II in 2015)2015 for both NOX and SO2). FirstEnergy's Michigan, Ohio and Pennsylvania fossil generation facilities will be subject to caps on SO2 and NOX emissions, whereas its New Jersey fossil generation facility will be subject to only a cap on NOX emissions. According to the EPA, SO22 emissions wouldwill be reduced by approximately 3.6 million tons annually45% (from 2003 levels) by 2010 across the states covered by the rule, with reductions ultimately reaching more than 5.573% (from 2003 levels) by 2015, capping SO2 emissions in affected states to just 2.5 million tons annually. NOXx emission emissions will be reduced by 53% (from 2003 levels) by 2009 across the states covered by the rule, with reductions would measure about 1.5reaching 61% (from 2003 levels) by 2015, achieving a regional NOX cap of 1.3 million tons annually. CAIR has been challenged in 2010 and 1.8 million tons in 2015.the United States Court of Appeals for the District of Columbia. The future cost of compliance with these proposed regulations may be substantial and willmay depend on whetherthe outcome of this litigation and how they areCAIR is ultimately implemented by the states in which the Companies operate affected facilities.implemented.
Mercury Emissions

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Mercury Emissions
In December 2000, the EPA announced it would proceed with the development of regulations regarding hazardous air pollutants from electric power plants, identifying mercury as the hazardous air pollutant of greatest concern. On December 15, 2003,In March 2005, the EPA proposed two different approachesfinalized the CAMR, which provides a cap-and-trade program to reduce mercury emissions from coal-fired power plants. The first approach would require plants to install controls known as MACT based on the type of coal burned. According to the EPA, if implemented, the MACT proposal would reduce nationwidein two phases; initially, capping national mercury emissions from coal-fired power plants by 14at 38 tons to approximately 34 tons per year. The second approach proposes a cap-and-trade program that would reduce mercury emissions in two distinct phases. Initially, mercury emissions would be reduced by 2010 as(as a "co-benefit" from implementation of SO22 and NOxX emission caps under the EPA's proposed Interstate Air Quality Rule. Phase IICAIR program) and 15 tons per year by 2018. Several states and environmental groups appealed CAMR to the United States Court of Appeals for the mercury cap-and-trade program would be implemented in 2018District of Columbia, which on February 8, 2008, vacated CAMR ruling that the EPA failed to cap nationwide mercury emissions fromtake the necessary steps to “de-list” coal-fired power plants at 15 tons per year.from its hazardous air pollutant program and, therefore, could not promulgate a cap and trade program.  The EPA has agreedmust now seek judicial review of that ruling or take regulatory action to choose between these two options and issue a final rule by March 15, 2005. Thepromulgate new mercury emission standards for coal-fired power plants. FGCO’s future cost of compliance with thesemercury regulations may be substantial.substantial and will depend on the action taken by the EPA and on how they are ultimately implemented.

Pennsylvania has submitted a new mercury rule for EPA approval that does not provide a cap-and-trade approach as in the CAMR, but rather follows a command-and-control approach imposing emission limits on individual sources. It is anticipated that compliance with these regulations, if approved by the EPA and implemented, would not require the addition of mercury controls at the Bruce Mansfield Plant, FirstEnergy's only Pennsylvania coal-fired power plant, until 2015, if at all.

W. H. Sammis Plant

In 1999 and 2000, the EPA issued an NOV or Compliance Orders to nine utilities covering 44 power plants, includingand the W. H. Sammis Plant, which is owned by OE and Penn. In addition, the U.S. Department of JusticeDOJ filed eighta civil complaints against various investor-owned utilities, which included a complaint against OE and Penn in the U.S. District Court for the Southern District of Ohio. These cases are referred to as New Source Review cases. The NOV and complaint allege violations of the Clean Air Act based on operation and maintenance of the W. H.W.H. Sammis Plant dating back(Sammis NSR Litigation) and filed similar complaints involving 44 other U.S. power plants. This case, along with seven other similar cases, are referred to 1984. The complaint requests permanent injunctive reliefas the New Source Review (NSR) cases.

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On March 18, 2005, OE and Penn announced that they had reached a settlement with the EPA, the DOJ and three states (Connecticut, New Jersey and New York) that resolved all issues related to requirethe Sammis NSR litigation. This settlement agreement, which is in the form of a consent decree, was approved by the court on July 11, 2005, and requires reductions of NOX and SO2 emissions at the Sammis, Burger, Eastlake and Mansfield coal-fired plants through the installation of "best availablepollution control technology"devices and civilprovides for stipulated penalties for failure to install and operate such pollution controls in accordance with that agreement. Consequently, if FirstEnergy fails to install such pollution control devices, for any reason, including, but not limited to, the failure of any third-party contractor to timely meet its delivery obligations for such devices, FirstEnergy could be exposed to penalties under the Sammis NSR Litigation consent decree. Capital expenditures necessary to complete requirements of the Sammis NSR Litigation consent decree are currently estimated to be $1.3 billion for 2008-2012 ($650 million of which is expected to be spent during 2008, with the largest portion of the remaining $650 million expected to be spent in 2009). This amount is included in the estimated capital expenditures for environmental compliance referenced above.

The Sammis NSR Litigation consent decree also requires FirstEnergy to spend up to $27,500 per day$25 million toward environmentally beneficial projects, $14 million of violation. which is satisfied by entering into 93 MW (or 23 MW if federal tax credits are not applicable) of wind energy purchased power agreements with a 20-year term. An initial 16 MW of the 93 MW consent decree obligation was satisfied during 2006.

On August 7, 2003,26, 2005, FGCO entered into an agreement with Bechtel Power Corporation, or Bechtel, under which Bechtel will engineer, procure and construct AQC systems for the reduction of SO2 emissions.  FGCO also entered into an agreement with Babcock & Wilcox Company, or B&W, on August 25, 2006 to supply flue gas desulfurization systems for the reduction of SO2 emissions.  SCR systems for the reduction of NOX emissions are also being installed at the Sammis Plant under a 1999 Agreement with B&W.
On April 2, 2007, the United States DistrictSupreme Court for the Southern District of Ohio ruled that 11 projects undertakenchanges in annual emissions (in tons/year) rather than changes in hourly emissions rate (in kilograms/hour) must be used to determine whether an emissions increase triggers NSR. Subsequently, on May 8, 2007, the EPA proposed to change the NSR regulations to utilize changes in the hourly emission rate (in kilograms/hour) to determine whether an emissions increase triggers NSR. The EPA has not yet issued a final regulation. FGCO’s future cost of compliance with those regulations may be substantial and will depend on how they are ultimately implemented.
Climate Change

In December 1997, delegates to the United Nations' climate summit in Japan adopted an agreement, the Kyoto Protocol, to address global warming by reducing the amount of man-made GHG emitted by developed countries by 2012. The United States signed the Kyoto Protocol in 1998 but it failed to receive the two-thirds vote required for ratification by the United States Senate. However, the Bush administration has committed the United States to a voluntary climate change strategy to reduce domestic GHG intensity - the ratio of emissions to economic output - by 18% through 2012. In addition, the EPACT established a Committee on Climate Change Technology to coordinate federal climate change activities and promote the development and deployment of GHG reducing technologies.

There are a number of initiatives to reduce GHG emissions under consideration at the W. H. Sammis Plant between 1984federal, state and 1998 required pre-construction permitsinternational level.  At the international level, efforts to reach a new global agreement to reduce GHG emissions post-2012 have begun with the Bali Roadmap, which outlines a two-year process designed to lead to an agreement in 2009.  At the federal level, members of Congress have introduced several bills seeking to reduce emissions of GHG in the United States, and the Senate Environmental and Public Works Committees have passed one such bill. State activities, primarily the northeastern states participating in the Regional Greenhouse Gas Initiative and western states led by California, have coordinated efforts to develop regional strategies to control emissions of certain GHGs.

On April 2, 2007, the United States Supreme Court found that the EPA has the authority to regulate CO2 emissions from automobiles as "air pollutants" under the Clean Air Act. Although this decision did not address CO2 emissions from electric generating plants, the EPA has similar authority under the Clean Air Act to regulate "air pollutants" from those and other facilities.

FirstEnergy cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions could require significant capital and other expenditures. The ruling concludesCO2 emissions per KWH of electricity generated by FirstEnergy is lower than many regional competitors due to its diversified generation sources, which include low or non-CO2 emitting gas-fired and nuclear generators.
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Clean Water Act

Various water quality regulations, the liability phasemajority of which are the result of the case, which deals with applicability of Prevention of Significant Deterioration provisionsfederal Clean Water Act and its amendments, apply to FirstEnergy's plants. In addition, Ohio, New Jersey and Pennsylvania have water quality standards applicable to FirstEnergy's operations. As provided in the Clean Water Act, authority to grant federal National Pollutant Discharge Elimination System water discharge permits can be assumed by a state. Ohio, New Jersey and Pennsylvania have assumed such authority.
On September 7, 2004, the EPA established new performance standards under Section 316(b) of the Clean Air Act.Water Act for reducing impacts on fish and shellfish from cooling water intake structures at certain existing large electric generating plants. The remedy phaseregulations call for reductions in impingement mortality (when aquatic organisms are pinned against screens or other parts of a cooling water intake system) and entrainment (which occurs when aquatic life is drawn into a facility's cooling water system). On January 26, 2007, the United States Court of Appeals for the Second Circuit remanded portions of the trialrulemaking dealing with impingement mortality and entrainment back to address civil penaltiesthe EPA for further rulemaking and what, ifeliminated the restoration option from the EPAs regulations. On July 9, 2007, the EPA suspended this rule, noting that until further rulemaking occurs, permitting authorities should continue the existing practice of applying their best professional judgment (BPJ) to minimize impacts on fish and shellfish from cooling water intake structures. FirstEnergy is evaluating various control options and their costs and effectiveness. Depending on the outcome of such studies, the EPAs further rulemaking and any actions should beaction taken to further reduce emissions at the plant has been delayed without rescheduling by the Court becausestates exercising BPJ, the parties are engaged in meaningful settlement negotiations. The Court indicated, in its August 2003 ruling, that the remedies it "may consider and impose involved a much broader, equitable analysis, requiring the Court to consider air quality, public health, economic impact, and employment consequences. The Courtfuture cost of compliance with these standards may also consider the less than consistent efforts of the EPA to apply and further enforce the Clean Air Act." The potential penalties that may be imposed, as well as therequire material capital expenditures necessary to comply with substantive remedial measures that may be required, could have a material adverse impact on FirstEnergy's, OE's and Penn's respective financial condition and results of operations. While the parties are engaged in meaningful settlement discussions, management is unable to predict the ultimate outcome of this matter and no liability has been accrued as of December 31, 2004.expenditures.

Regulation of Hazardous Waste

As a result of the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act of 1976, federal and state hazardous waste regulations have been promulgated. Certain fossil-fuel combustion waste products, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation. The EPA subsequently determined that regulation of coal ash as a hazardous waste is unnecessary. In April 2000, the EPA announced that it will develop national standards regulating disposal of coal ash under its authority to regulate nonhazardousnon-hazardous waste.

Under NRC regulations, FirstEnergy must ensure that adequate funds will be available to decommission its nuclear facilities.  As of December 31, 2007, FirstEnergy had approximately $1.5 billion invested in external trusts to be used for the decommissioning and environmental remediation of Davis-Besse, Beaver Valley and Perry.  As part of the application to the NRC to transfer the ownership of these nuclear facilities to NGC in 2005, FirstEnergy agreed to contribute another $80 million to these trusts by 2010. Consistent with NRC guidance, utilizing a real rate of return on these funds of approximately 2% over inflation, these trusts are expected to exceed the minimum decommissioning funding requirements set by the NRC. Conservatively, these estimates do not include any rate of return that the trusts may earn over the 20-year plant useful life extensions that FirstEnergy (and Exelon for TMI-1 as it relates to the timing of the decommissioning of TMI-2) seeks for these facilities.

The Companies have been named as PRPs at waste disposal sites, which may require cleanup under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. Allegations of disposal of hazardous substances at historical sites and the liability involved are often unsubstantiated and subject to dispute; however, federal law provides that all PRPs for a particular site aremay be liable on a joint and several basis. Therefore, environmental liabilities that are considered probable have been recognized on the Consolidated Balance Sheet as of December 31, 2004,2007, based on estimates of the total costs of cleanup, the Companies' proportionate responsibility for such costs and the financial ability of other nonaffiliatedunaffiliated entities to pay. In addition, JCP&L has accrued liabilities of approximately $56 million for environmental remediation of former manufactured gas plants in New Jersey; those costs are being recovered by JCP&L through a non-bypassable SBC. Included in Current Liabilities and Other Noncurrent Liabilities areTotal liabilities of approximately $93 million have been accrued liabilities aggregating approximately $65 million as ofthrough December 31, 2004. The Companies accrue environmental liabilities only when they conclude that it is probable that they have an obligation for such costs and can reasonably determine the amount of such costs. Unasserted claims are reflected in the Companies’ determination of environmental liabilities and are accrued in the period that they are both probable and reasonably estimable.2007.

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Fuel Supply

Climate Change
In December 1997, delegates to the United Nations' climate summit in Japan adopted an agreement, the Kyoto Protocol (Protocol), to address global warming by reducing the amount of man-made greenhouse gases emitted by developed countries by 5.2% from 1990 levels between 2008 and 2012. The United States signed the Protocol in 1998 but it failed to receive the two-thirds vote of the United States Senate required for ratification. However, the Bush administration has committed the United States to a voluntary climate change strategy to reduce domestic greenhouse gas intensity - the ratio of emissions to economic output - by 18 percent through 2012.

The Companies cannot currently estimate the financial impact of climate change policies, although the potential restrictions on CO2 emissions could require significant capital and other expenditures. However, the CO2 emissions per kilowatt-hour of electricity generated by the Companies is lower than many regional competitors due to the Companies' diversified generation sources which include low or non-CO2 emitting gas-fired and nuclear generators.

Clean Water Act
Various water quality regulations, the majority of which are the result of the federal Clean Water Act and its amendments, apply to the Companies' plants. In addition, Ohio, New Jersey and Pennsylvania have water quality standards applicable to the Companies' operations. As provided in the Clean Water Act, authority to grant federal National Pollutant Discharge Elimination System water discharge permits can be assumed by a state. Ohio, New Jersey and Pennsylvania have assumed such authority.

On September 7, 2004, the EPA established new performance standards under Clean Water Act Section 316(b) for reducing impacts on fish and shellfish from cooling water intake structures at certain existing large electric generating plants. The regulations call for reductions in impingement mortality, when aquatic organisms are pinned against screens or other parts of a cooling water intake system and entrainment, which occurs when aquatic species are drawn into a facility's cooling water system. The Companies are conducting comprehensive demonstration studies, due in 2008, to determine the operational measures, equipment or restoration activities, if any, necessary for compliance by their facilities with the performance standards. FirstEnergy is unable to predict the outcome of such studies. Depending on the outcome of such studies, the future cost of compliance with these standards may require material capital expenditures.

Fuel Supply

FirstEnergy currently has long-term coal contracts with various terms to provide approximately 18.423.6 million tons of coal for the year 2005. The contracts are shared among the Companies based on various economic considerations.2008, sufficient to meet 2008 coal requirements of 23.6 million tons. This contract coal is produced primarily from mines located in Pennsylvania, Kentucky, Wyoming, West Virginia and West Virginia.Ohio. The contracts expire at various times through December 31, 2021.

The Companies estimate their 2005 coal requirements to be approximately 22.4 million tons (OE - 6.7 million, Penn - 7.7 million, CEI - 6.0 million, and TE - 2.0 million) to be met from the long-term contracts discussed above and spot market purchases.2028. See “Environmental Matters”Environmental Matters for factors pertaining to meeting environmental regulations affecting coal-fired generating units.

CEI, TE, OE
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FirstEnergy is contracted for all uranium requirements through 2009 and Penn have contracts fora portion of uranium material requirements through 2014. Conversion services contracts fully cover requirements through 2010 and conversion servicespartially fill requirements through 2008. The enrichment2015. Enrichment services are contracted for all of the enrichment requirements for nuclear fuel through 2006.2013. A portion of enrichment requirements is also contracted for through 2011.2020. Fabrication services for fuel assemblies are contracted for the next two reloads forboth Beaver Valley Unit 1, the next two reloads for Beaver Valley Unit 2 (through approximately 2007units and 2006, respectively), the next reload for Davis-Besse (through approximately 2006)Davis Besse through 2013 and through the operating license period for Perry (through approximately 2026). The Davis-Besse fabrication contract also has an extension provision for services for three additional consecutive reload batches through the current operating license period (about(approximately 2017). In addition to the existing commitments, the Companies intendFirstEnergy intends to make additional arrangements for the supply of uranium and for the subsequent conversion, enrichment, fabrication, and waste disposal services.

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On-site spent fuel storage facilities are expected to be adequate for Perry through 2011; facilities at Beaver Valley Units 1 and 2 are expected to be adequate through 2015 and 2008, respectively. With the plant modifications completed in 2002, Davis-Besse has adequate storage through the remainder of its current operating license period. After current on-site storage capacity is exhausted, additional storage capacity will have to be obtained either through plant modifications, interim off-site disposal, or permanent waste disposal facilities. FENOC has submitted a License Amendment Request (LAR) to the NRC to revise the criticality analysis for the spent fuel storage racks at Beaver Valley Unit 2. When this LAR is approved, several storage locations that are currently required to remain empty will be made available for spent fuel storage, thus providing sufficient storage capacity until early 2011. FENOC expects the NRC to approve the LAR in March 2008. FENOC is also currently taking actions to extend the spent fuel storage capacity for Perry.

The Federal Nuclear Waste Policy Act of 1982 provides for the construction of facilities for the permanent disposal of high-level nuclear wastes, including spent fuel from nuclear power plants operated by electric utilities. CEI, TE, OE and Penn have contracts with the U.S. Department of Energy (DOE) for the disposal of spent fuel for Beaver Valley, Davis-Besse and Perry. On February 15, 2002, President Bush approved the DOE'sDOEs recommendation of Yucca Mountain for underground disposal of spent nuclear fuel from nuclear power plants and high level waste from U.S. defense programs. The approval by President Bush enables the process to proceed to the licensing phase. Based on the DOE schedule published in theon July 1999 Draft Environmental Impact Statement,19, 2006, the Yucca Mountain Repository is currently projected to start receiving spent fuel in 2010. The Repository is expected to be delayed further as the result of an announced delay in submission of the license application.2017. The Companies intend to make additional arrangements for storage capacity as a contingency for further delays with the DOE acceptance of spent fuel for disposal past 2010.2017.

Fuel oil and natural gas are used primarily to fuel peaking units and to ignite the burners prior to burning coal when a coal-fired plant is restarted. Fuel oil requirements have historically been low and are forecast to remain so, expected to average approximately 5 million gallons per year over the next five years. Since the price and supply risk associated with fuel oil procurement is perceived to be low compared to the overall FES generating fleet fuel requirements, most fuel oil is purchased through annual contracts at market prices. Natural gas is consumed primarily by the peaking units, and the demand is forecasted to range from approximately 2.8 million cubic feet (Mcf) in 2006 to 5.8 Mcf in 2008. Because of the relatively high price volatility and unpredictability of unit dispatch, natural gas is typically purchased for the current year based on forecasted demand, and sold daily when the units do not run or supplemented by additional gas purchases on days that the units run at dispatch levels that are above planned usage.
System Capacity and Reserves

The 20042007 net maximum hourly demand for each of the Companies was: OE-5,461 MW (including an additional 273 MW of firm power sales under a contract which extends through 2005) on June 9, 2004; Penn-987 MW (including an additional 56 MW of firm power sales under a contract which extends through 2005) on June 15, 2004; CEI-4,126OE-5,955 MW on August 27, 2004; TE-2,0328, 2007; Penn-1,082 MW on August 3, 2004; JCP&L-5,45724, 2007; CEI-4,471 MW on August 20, 2004; Met-Ed-2,54824, 2007; TE-2,200 MW on August 3, 2004; and Penelec-2,8302, 2007; JCP&L-6,152 MW on December 20, 2004. JCP&L's load was auctioned off in the New Jersey BGS Auction, transferring the full 5,100August 8, 2007; Met-Ed-2,934 MW load obligation to other parties for the supply period beginning June 1, 2005. FES participated in the auctionon August 8, 2007; and won a segment of that load.Penelec-2,895 MW on February 5, 2007.

Based on existing capacity plans, ongoing arrangements for firm purchase contracts and anticipated term power sales and purchases, FirstEnergy has sufficient supply resources to meet load obligations. The current FirstEnergy capacity portfolio contains 13,387of 14,127 MW consists of 13,664 MW of owned or leased generation and approximately 1,600463 MW of generation from our 20.5% ownership of OVEC.  In addition, FirstEnergy has 1,334 MW of long-term purchases from NUGs.AnyPennsylvania and New Jersey NUGs and has entered into 215 MW of long-term purchase contracts for renewable energy from wind resources. Any remaining load obligations will be met through a mix of multi-year forward purchases, short-term forward purchases (less than one year) and spot market purchases.

The Companies’ FirstEnergy's sources of generation during 2004 were:2007 were 62% non-nuclear and 38% nuclear.

  
Coal
 
Nuclear
 
      
OE  72.5% 27.5%
Penn  39.8% 60.2%
CEI  58.7% 41.3%
TE  48.1% 51.9%
Total FirstEnergy  60.2% 39.8%


Regional Reliability

The Ohio Companies and Penn participate with 24 other electric companies operating in nine states in ECAR, which was organized for the purpose of furthering the reliability of bulk power supply in the area through coordination of the planning and operation by the ECAR members of their bulk power supply facilities. The ECAR members have established principles and procedures regarding matters affecting the reliability of the bulk power supply within the ECAR region. Procedures have been adopted regarding: i) the evaluation and simulated testing of systems’ performance; ii) the establishment of minimum levels of daily operating reserves; iii) the development of a program regarding emergency procedures during conditions of declining system frequency; and iv) the basis for uniform rating of generating equipment.

The transmission facilities of JCP&L, Met-Ed and Penelec are operated by PJM. PJM is the organization responsible for the operation and control of the bulk electric power system throughout major portions of five Mid-Atlantic states and the District of Columbia. PJM is dedicated to meeting the reliability criteria and standards of NERC and the Mid-Atlantic Area Council.

18

FirstEnergy's operating companies in Ohio, Pennsylvania, and New Jersey within MISO and PJM operate under the reliability oversight of a regional entity known as ReliabilityFirst. This regional entity operates under the oversight of the NERC in accordance with a Delegation Agreement approved by the FERC. ReliabilityFirst began operations under NERC on January 1, 2006. Subsequently on July 20, 2006, NERC was certified by FERC as the ERO in the United States pursuant to Section 215 of the Federal Power Act and ReliabilityFirst was certified as a regional entity. ReliabilityFirst represents the consolidation of the ECAR, Mid-Atlantic Area Council, and Mid-American Interconnected Network reliability councils into a single new regional reliability organization.
20

Competition

The Companies compete with other utilities for intersystem bulk power sales and for sales to municipalities and cooperatives. The Companies also compete with suppliers of natural gas and other forms of energy in connection with their industrial and commercial sales and in the home climate control market, both with respect to new customers and conversions, and with all other suppliers of electricity. To date, there has been no substantial cogeneration by the Companies’ customers.

As a result of actions taken by state legislative bodies, over the last few years, major changes in the electric utility business are occurringhave occurred in parts of the United States, including Ohio, New Jersey and Pennsylvania where FirstEnergy's utility subsidiaries operate. These changes have resulted in fundamental alterations inaltered the way traditional integrated utilities and holding company systems, like FirstEnergy, conduct their business. In accordance with the Ohio electric utility restructuring law under which Ohio electric customers could begin choosing their electric generation suppliers starting in January 2001, FirstEnergy has further aligned its business units to accommodate its retail strategy and participate in the competitive electricity marketplace in Ohio. The organizationalstructural changes deal with the unbundling of electric utility services and new ways of conducting business. FirstEnergy’s competitiveFirstEnergy's Competitive Energy Services segment participates in deregulated energy markets in Ohio, Pennsylvania, New JerseyMaryland and Michigan.Michigan through FES.

Competition in Ohio’sOhio's electric generation market began on January 1, 2001. FirstEnergy movedPursuant to the operationgeneration asset transfers on October 24, 2005 and December 16, 2005, FGCO and NGC own or lease all of the fossil and nuclear generation portion of its businessassets, respectively, previously owned by the Ohio Companies and Penn, and FENOC continues to its competitive business unit as reflected in its approvedoperate those companies respective nuclear leasehold interests. The Ohio transition plan. The Companies continue to provide generation services to regulated franchise customers who have not chosen an alternative, competitive generation supplier, except in New Jersey whereobtain their PLR and default service requirements through power supply agreements with FES. JCP&L's&Ls obligation to provide BGS has been removedtransferred through a transitional mechanism of auctioning the obligation (see "NJBPUNJBPU Rate Matters")Matters). In September 2002, Met-Ed and Penelec assignedhave been purchasing a portion of their PLR responsibility toand default service requirements from FES through a partial requirements wholesale power sale agreement.sales agreement and various amendments. Under the terms of the wholesale agreement,these agreements, FES assumedretained the supply obligation and the supply profit and loss risk for the portion of power supply requirements not self-supplied by Met-Ed and Penelec. The agreement will be automatically extended on an annual basis unless any party electsFES agreements have reduced Met-Ed's and Penelec's exposure to cancelhigh wholesale power prices by providing power at a fixed price for their uncommitted PLR and default service capacity and energy requirements during the agreement by November 1term of the preceding yearthese agreements with FES (see "PPUCPPUC Rate Matters"Matters for further discussion). The Ohio Companies and Penn obtain their generation through power supply agreements with FES.

On May 2, 2007, Penn filed a plan with the PPUC for the procurement of default service supply from June 2008 through May 2011. The filing proposes multiple, competitive RFPs with staggered delivery periods for fixed-price, tranche-based, pay as bid default service supply to the residential and commercial classes. The proposal phases out existing promotional rates and eliminates the declining block and the demand components on generation rates for residential and commercial customers. The industrial class default service will be provided through an hourly-priced service provided by Penn (see PPUC Rate Matters for further discussion).

Research and Development

The Companies participate in funding the Electric Power Research Institute (EPRI),EPRI, which was formed for the purpose of expanding electric research and development under the voluntary sponsorship of the nation’snations electric utility industry - public, private and cooperative. Its goal is to mutually benefit utilities and their customers by promoting the development of new and improved technologies to help the utility industry meet present and future electric energy needs in environmentally and economically acceptable ways. EPRI conducts research on all aspects of electric power production and use, including fuels, generation, delivery, energy management and conservation, environmental effects and energy analysis. The major portion of EPRI research and development projects is directed toward practical solutions and their applications to problems currently facing the electric utility industry.


1921

Executive Officers

The executive officers are elected at the annual organization meeting of the Board of Directors, held immediately after the annual meeting of stockholders, and hold office until the next such organization meeting, unless the Board of Directors shall otherwise determine, or unless a resignation is submitted.


Name
 
Age
Position
Positions Held DuringPast Five Years
 
Name
Dates
Age
Dates
    
A. J. Alexander (A)(B)5356President and Chief Executive Officer2004-present
  President and Chief Operating Officer2001-2004*-2004
W. D. Byrd
 President2000-2001
53
 Executive
Vice President, and General CounselCorporate Risk & Chief Risk Officer
Director - Rates Strategy
Director - Commodity Supply
2007-present
2004-2007
*-2000-2004
L. M. Cavalier56
Senior Vice President - Human Resources
Vice President - Human Resources
2005-present
*-2005
   
L. M. Cavalier53Vice President - Human Resources2001-present
President - Eastern Region*-2001
    
M. T. Clark (E)5457
Senior Vice President - Strategic Planning & Operations
Vice President - Business Development
2004-present
*-2004
  Vice President - Business Development2000-2004
Managing Director - Business Development*-2000
    
D. S. Elliott (B)50Senior Vice President532001-presentPresident - Pennsylvania Operations2005-present
  Senior Vice President*-2001-2005
    
R. R. Grigg (A)(B)(F)5659Executive Vice President and Chief Operating Officer2004-present
J. J. Hagan
 
57
President and Chief Executive Officer - WE Generation
President and Chief Nuclear Officer - FENOC
Senior Vice President and Chief Operating Officer - FENOC
Senior Vice President - FENOC
*-2004
2007-present
2005-2007
*-2005
C. E. Jones (D)52
President - FirstEnergy Solutions
Senior Vice President - Energy Delivery & Customer Service
Regional Vice President - Operations
2007-present
2003-2007
**-2003
    
C. E. JonesD. Lasky (D)49Senior Vice President2003-present
45 Vice President - RegionalFossil Operations2001-2003
& Air Quality Compliance President - Northern Region*-20012004-present
    
K. J. KeoughPlant Director45Senior Vice President2001-present*2004
  Vice President - Business Planning & Ventures*-2001
    
G. R. Leidich (G)5457
Senior Vice President - Operations
President and Chief Nuclear Officer -Officer- FENOC
2003-present
2007-present
2003-2007
  Executive Vice President - FENOC2002-2003*-2003
  Executive
D. C. Luff60Senior Vice President - Institute of Nuclear Power OperationsGovernmental Affairs2007-present
Vice President*-2002-2007
    
R. H. Marsh (A)(B)(D)5457Senior Vice President and Chief Financial Officer2001-present*-present
  Vice President and Chief Financial Officer*-2001
    
S. E. Morgan (C)5457President - JCP&L2003-present2004-present
  Vice President - Energy Delivery2002-2003
 President - Central Region*-2002-2004
    
G. L. PipitoneJ. M. Murray (A)5461
President - FESOhio Operations
Regional President - Toledo Edison Company
2004-present
2005-present
2004-2005
  Senior Regional President - West
*-2004
J. F. Pearson (A)(B)(D)53Vice President and Treasurer2001-20042006-present
  Vice President
Treasurer
Group Controller - Strategic Planning and Operations
2005-2006
2004-2005
Group Controller - FirstEnergy Solutions*-2001-2004
    
D. R. Schneider (A)(B)4346
Senior Vice President
Vice President - Energy Delivery
Vice President - Commodity Operations (FES)
2004-present
2007-present
2006-2007
2004-2006
  Vice President - Fossil Operations2001-2004
(FES) Plant Manager*-2001-2004
    
C. B. Snyder59Senior Vice President2001-present
Executive Vice President - Corporate Affairs - GPU*-2001
   
L. L.L.L. Vespoli (A)(B)(D)(H)4548Senior Vice President and General Counsel2001-present*-present
  Vice President and General Counsel2000-2001
Associate General Counsel*-2000
    
H. L. Wagner (A)(B)(D)5255Vice President, Controller and Chief Accounting Officer2001-present*-present
  Controller and Chief Accounting Officer*-2001
    
T. M. Welsh5558
Senior Vice President - Assistant to CEO
Senior Vice President
2004-present
2007-present
2004-2007
  Vice President - Communications2001-2004
  Manager - Communications ServicesVice President*-2001-2004


Mrs. Vespoli and Messrs. Alexander, Marsh and Wagner are the executive officers, as noted above, of OE, Penn, CEI, TE, Met-Ed and Penelec. Mrs. Vespoli and Messrs. Marsh, Morgan and Wagner are the(A) Denotes executive officers of OE, CEI and TE.
(B) Denotes executive officers of Met-Ed, Penelec and Penn Power.
(C) Denotes executive officer of JCP&L.

(D) Denotes executive officers of FES.
(E) Effective March 2, 2008, elected Executive Vice President, Strategic Planning and Operations.
(F) Effective March 2, 2008, elected Executive Vice President and President, FirstEnergy Utilities.
(G) Effective March 2, 2008, elected Executive Vice President and President, FirstEnergy Generation.
(H) Effective March 2, 2008, elected Executive Vice President and General Counsel.
*Indicates position held at least since January 1, 2000.2003.

2022

Effective March 2, 2008, Mr. Richard R. Grigg, who previously was Executive Vice President and Chief Operating Officer, was elected Executive Vice President and President, FirstEnergy Utilities.  Also, effective March 2, 2008, Mr. Gary R. Leidich was elected Executive Vice President and President, FirstEnergy Generation.
Employees

As of January 1, 2005, FirstEnergy’s nonutility2008, FirstEnergy's subsidiaries and the Companies had a total of 15,24514,534 employees located in the United States as follows:


FESC2,7123,318
OE1,1701,318
CEI9051,021
TE414445
Penn200224
JCP&L1,4441,482
Met-Ed651764
Penelec843964
ATSI3339
FES196
FGCO2,0011,942
FENOC2,756
FSG2,023
First Communications932,821
Total15,24514,534


Approximately 7,218 ofOf the above employees 6,720 (including 720257 for OE, 635FESC; 774 for CEI, 317OE; 672 for TE, 153CEI; 323 for Penn, 1,155TE; 165 for Penn; 1,126 for JCP&L, 490&L; 534 for Met-EdMet-Ed; 655 for Penelec; 1,249 for FGCO; and 605965 for Penelec)FENOC) are covered by collective bargaining agreements.

JCP&L's bargaining unit employees filed a grievance challenging JCP&L's 2002 call-out procedure that required bargaining unit employees to respond to emergency power outages. On December 8,May 20, 2004, employees represented by IBEW System Council U-3 beganan arbitration panel concluded that the call-out procedure violated the parties' collective bargaining agreement. At the conclusion of the June 1, 2005 hearing, the arbitration panel decided not to hear testimony on damages and closed the proceedings. On September 9, 2005, the arbitration panel issued an opinion to award approximately $16 million to the bargaining unit employees. On February 6, 2006, a strike against JCP&L.federal district court granted a union motion to dismiss, as premature, a JCP&L continues to utilize management, other non-union personnel from around FirstEnergy's system and contractors to perform service reliability and priority maintenance work whileappeal of the union members areaward filed on strike. The labor agreement between JCP&L and System Council U-3 originally expiredOctober 18, 2005. A final order identifying the individual damage amounts was issued on October 31, 2003 but2007.  The award appeal process was extended several timesinitiated.  The union filed a motion with the federal court to confirm the award and ultimately expiredJCP&L filed its answer and counterclaim to vacate the award on December 7, 2004.31, 2007.  The court is expected to issue a briefing schedule at its April 2008 scheduling conference. JCP&L andrecognized a liability for the leadership of System Council U-3 continue to negotiatepotential $16 million award in an attempt to reach a new agreement and end the work stoppage. It is unknown when such an agreement will be reached or when the work stoppage will end. On January 31, 2005, IBEW Local 245, ratified a three-year contract agreement with TE, FENOC, and FGCO. On February 4, 2005, IBEW Local 272, representing approximately 3502005.

The union employees ofat the Bruce Mansfield Plant ratifiedhave been working without a three-yearlabor contract since February 15, 2008. The parties are continuing to bargain with FGCO.the assistance of a federal mediator. FirstEnergy has a strike mitigation plan ready in the event of a strike.

FirstEnergy Web Site

FirstEnergy Website

Each of the registrant's annual reportsregistrants' Annual Reports on Form 10-K, quarterly reportsQuarterly Reports on Form 10-Q, current reportsCurrent Reports on Form 8-K, and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are also made available free of charge on or through FirstEnergy's internet websiteWeb site at www.firstenergycorp.com. These reports are posted on the websiteWeb site as soon as reasonably practicable after they are electronically filed with the SEC. Information contained on FirstEnergy's Web site shall not be deemed incorporated into, or be part of, this report.


ITEM 1A. 2. PROPERTIESRISK FACTORS

We operate in a business environment that involves significant risks, many of which are beyond our control. Below, we have identified risks we currently consider material. However, our business, financial condition, cash flows or results of operations could be affected materially and adversely by additional risks not currently known to us or that we deem immaterial at this time. Additional information on risk factors is included in "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other sections of this Form 10-K that include forward-looking and other statements involving risks and uncertainties that could impact our business and financial results.

23

Risks Related to Business Operations

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

Operation of generation, transmission and distribution facilities involves risk, including the potential breakdown or failure of equipment or processes, accidents, labor disputes or work stoppages by unionized employees, acts of terrorism or sabotage, and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt generation, transmission and distribution delivery systems. Because our transmission facilities are interconnected with those of third parties, the operation of those facilities could be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.

Operation of our power plants below expected capacity levels could result in lost revenues or increased expenses, including higher maintenance costs. Unplanned outages may require us to incur significant replacement power costs. Also, when planned outages last longer than anticipated, capacity factors decrease and we face lower margins due to higher replacement energy costs and/or lower energy sales.  Moreover, if we were unable to perform under contractual obligations, penalties or liability for damages could result. FES, FGCO and the Ohio Companies are exposed to losses under their applicable sale-leaseback arrangements for generating facilities upon the occurrence of certain contingent events that could render those facilities worthless. Although we believe these types of events are unlikely to occur, FES, FGCO and the Ohio Companies have a maximum exposure to loss under those provisions of approximately $1.3 billion for FES and $800 million for each of the Ohio Companies.

We remain obligated to provide safe and reliable service to customers within our franchised service territories. Meeting this commitment requires the expenditure of significant capital resources. Failure to provide safe and reliable service and failure to meet regulatory reliability standards due to a number of factors, including equipment failure and weather, could adversely affect our operating results through reduced revenues and increased capital and operating costs and the imposition of penalties/fines or other adverse regulatory outcomes.

Changes in Commodity Prices Could Adversely Affect Our Profit Margins
While much of our generation currently serves customers under retail rates set by regulatory bodies, we also purchase and sell electricity in the competitive wholesale and retail markets. Increases in the costs of fuel for our generation facilities (particularly coal, uranium and natural gas) can affect our profit margins in both competitive and non-competitive markets. Changes in the market prices of electricity, which are affected by changes in other commodity costs and other factors, may impact our results of operations and financial position by increasing the amount we pay to purchase power to supply PLR and default service obligations in Ohio and Pennsylvania.

Electricity and fuel prices may fluctuate substantially over relatively short periods of time for a variety of reasons, including:

▪changing weather conditions or seasonality;

▪
changes in electricity usage by our customers;

▪
illiquidity in wholesale power and other markets;

▪
transmission congestion or transportation constraints, inoperability or inefficiencies;

▪
availability of competitively priced alternative energy sources;

▪
changes in supply and demand for energy commodities;

▪
changes in power production capacity;

▪
outages at our power production facilities or those of our competitors;

▪
changes in production and storage levels of natural gas, lignite, coal, crude oil and refined products; and
 
▪
natural disasters, wars, acts of sabotage, terrorist acts, embargoes and other catastrophic events.

24

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

We purchase and sell power at the wholesale level under market-based tariffs authorized by the FERC, and also enter into short-term agreements to sell available energy and capacity from our generation assets. If we are unable to deliver firm capacity and energy under these agreements, we may be required to pay damages. These damages would generally be based on the difference between the market price to acquire replacement capacity or energy and the contract price of the undelivered capacity or energy. Depending on price volatility in the wholesale energy markets, such damages could be significant. Extreme weather conditions, unplanned power plant outages, transmission disruptions, and other factors could affect our ability to meet our obligations, or cause increases in the market price of replacement capacity and energy.

We attempt to mitigate risks associated with satisfying our contractual power sales arrangements by reserving generation capacity to deliver electricity to satisfy our net firm sales contracts and, when necessary, by purchasing firm transmission service. We also routinely enter into contracts, such as fuel and power purchase and sale commitments, to hedge our exposure to fuel requirements and other energy-related commodities. We may not, however, hedge the entire exposure of our operations from commodity price volatility. To the extent we do not hedge against commodity price volatility, our results of operations and financial position could be negatively affected.

The Companies’Use of Derivative Contracts by Us to Mitigate Risks Could Result in Financial Losses that may Negatively Impact our Financial Results

We use a variety of non-derivative and derivative instruments, such as swaps, options, futures and forwards, to manage our commodity and financial market risks. In the absence of actively quoted market prices and pricing information from external sources, the valuation of some of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of some of these contracts.  Also, we could recognize financial losses as a result of volatility in the market values of these contracts or if a counterparty fails to perform.
Our Risk Management Policies Relating to Energy and Fuel Prices, and Counterparty Credit are by Their Very Nature Risk Related, and We Could Suffer Economic Losses Despite Such Policies

We attempt to mitigate the market risk inherent in our energy and fuel and debt positions. Procedures have been implemented to enhance and monitor compliance with our risk management policies, including validation of transaction and market prices, verification of risk and transaction limits, sensitivity analysis and daily portfolio reporting of various risk measurement metrics. Nonetheless, we cannot economically hedge against all of our exposures in these areas and our risk management program may not operate as planned. For instance, actual electricity and fuel prices may be significantly different or more volatile than the historical trends and assumptions upon which we based our risk management positions. Also, our power plants might not produce the expected amount of power during a given day or time period due to weather conditions, technical problems or other unanticipated events, which could require us to make energy purchases at higher prices than the prices under our energy supply contracts. In addition, the amount of fuel required for our power plants during a given day or time period could be more than expected, which could require us to buy additional fuel at prices less favorable than the prices under our fuel contracts. As a result, we cannot always predict the impact that our risk management decisions may have on us if actual events lead to greater losses or costs than our risk management positions were intended to hedge.

We also face credit risks from parties with whom we contract which could default in their performance, in which cases we could be forced to sell our power into a lower-priced market or make purchases in a higher-priced market than existed at the time of executing the contract. Although we have established risk management policies and programs, including credit policies to evaluate counterparty credit risk, there can be no assurance that we will be able to fully meet our obligations, that we will not be required to pay damages for failure to perform or that we will not experience counterparty non-performance or that we will collect for voided contracts. If counterparties to these arrangements fail to perform, we may be forced to enter into alternative hedging arrangements or honor underlying commitments at then-current market prices. In that event, our financial results could be adversely affected.

25

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

FirstEnergy is subject to the risks of nuclear generation, including but not limited to the following:

▪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.

The NRC has broad authority under federal law to impose licensing security and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines and/or shut down a unit, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could necessitate substantial capital expenditures at nuclear plants, including ours.

FirstEnergy's nuclear facilities are insured under NEIL policies issued for each plant. Under these policies, up to $2.8 billion of insurance coverage is provided for property damage and decontamination and decommissioning costs. We have also obtained approximately $2.0 billion of insurance coverage for replacement power costs. Under these policies, we can be assessed a maximum of approximately $81 million for incidents at any covered nuclear facility occurring during a policy year that are in excess of accumulated funds available to the insurer for paying losses.

The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $10.8 billion (assuming 104 units licensed to operate in the United States) for a single nuclear incident, which amount is covered by:  (i) private insurance amounting to $300.0 million; and (ii) $10.5 billion provided by an industry retrospective rating plan. Under such retrospective rating plan, in the event of a nuclear incident at any unit in the United States resulting in losses in excess of private insurance, up to $100.6 million (but not more than $15.0 million per year) must be contributed for each nuclear unit licensed to operate in the country by the licensees thereof to cover liabilities arising out of the incident. Based on our present nuclear ownership, the maximum potential assessment under these provisions would be $402.4 million per incident but not more than $60.0 million in any one year.

Capital Market Performance and Other Changes May Decrease the Value of Decommissioning Trust Fund, Pension Fund Assets and Other Trust Funds Which Then Could Require Significant Additional Funding

The performance of the capital markets affects the values of the assets that are held in trust to satisfy future obligations to decommission our nuclear plants, to pay pensions to our retired employees and to pay other obligations. These assets are subject to market fluctuations and will yield uncertain returns, which may fall below our projected return rates. For example, certain investments within our nuclear decommissioning, pension and other postretirement benefit trusts hold underlying credit market securities, including subprime mortgage-related assets. Due to recent market developments, including a series of rating agency downgrades of subprime mortgage-related assets, the fair value of these subprime-related investments has declined. We expect the market to continue to evolve, and that the fair value of our subprime-related investments may frequently change. A decline in the market value of the assets may increase the funding requirements of these obligations. Forecasting investment earnings and costs to decommission nuclear generating stations, to pay future pensions and other obligations requires significant judgment, and actual results may differ significantly from current estimates. Ultimately, if the investments held by our nuclear decommissioning trusts, pension funds and other trust investments are not sufficient to fund the decommissioning of our nuclear plants or to fund pension and other obligations, we may be required to provide other means of funding those obligations.  If we are unable to successfully manage those trust funds our results of operation and financial position could be negatively affected.

We Could be Subject to Higher Costs and/or Penalties Related to Mandatory NERC/FERC Reliability Standards
As a result of the EPACT, owners, operators, and users of the bulk electric system are subject to mandatory reliability standards promulgated by NERC and approved by FERC. The standards are based on the functions that need to be performed to ensure that the bulk electric system operates reliably. Compliance with new reliability standards may subject us to higher operating costs and/or increased capital expenditures. If we were found not to be in compliance with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

26

We Rely on Transmission and Distribution Assets that we do not Own or Control to Deliver Our Wholesale Electricity. If Transmission is Disrupted Including Our Own Transmission, or not Operated Efficiently, or if Capacity is Inadequate, Our Ability to Sell and Deliver Power may be Hindered

We depend on transmission and distribution facilities owned and operated by utilities and other energy companies to deliver the electricity we sell. If transmission is disrupted (as a result of weather, natural disasters or other reasons) or not operated efficiently by independent system operators, in applicable markets, or if capacity is inadequate, our ability to sell and deliver products and satisfy our contractual obligations may be hindered, or we may be unable to sell products on the most favorable terms.
Demand for electricity within our service areas could stress available transmission capacity requiring alternative routing or curtailing electricity usage that may increase operating costs or reduce revenues with adverse impacts to results of operations. In addition, as with all utilities, potential concerns over transmission capacity could result in MISO, PJM or the FERC requiring us to upgrade or expand our transmission system, requiring additional capital expenditures.

The FERC requires wholesale electric transmission services to be offered on an open-access, non-discriminatory basis. Although these regulations are designed to encourage competition in wholesale market transactions for electricity, it is possible that fair and equal access to transmission systems will not be available or that sufficient transmission capacity will not be available to transmit electricity as we desire. We cannot predict the timing of industry changes as a result of these initiatives or the adequacy of transmission facilities in specific markets or whether independent system operators in applicable markets will operate the transmission networks, and provide related services, efficiently.

Disruptions in Our Fuel Supplies Could Occur, Which Could Adversely Affect Our Ability to Operate Our Generation Facilities and Impact Financial Results

We purchase fuel from a number of suppliers. The lack of availability of fuel at expected prices, or a disruption in the delivery of fuel which exceeds the duration of our on-site fuel inventories, including disruptions as a result of weather, increased transportation costs or other difficulties, labor relations or environmental or other regulations affecting our fuel suppliers, could cause an adverse impact on our ability to operate our facilities, possibly resulting in lower sales and/or higher costs and thereby adversely affect our results of operations. Operation of many of our coal-fired generation facilities is highly dependent on our ability to procure coal. Although we have long-term contracts in place for our coal and coal transportation needs, power generators in the Midwest and the Northeast have experienced significant pressures on available coal supplies that are either transportation or supply related. If prices for physical delivery are unfavorable, our financial condition, results of operations and cash flows could be materially adversely affected.

Seasonal Temperature Variations, as well as Weather Conditions or other Natural Disasters Could Have a Negative Impact on Our Results of Operations and Demand Significantly Below or Above our Forecasts Could Adversely Affect our Energy Margins

Weather conditions directly influence the demand for electric power. In our service areas, demand for power generally peaks during the summer months, with market prices also typically peaking at that time. As a result, overall operating results may fluctuate on a seasonal and quarterly basis. In addition, we have historically sold less power, and consequently received less revenue, when weather conditions are milder. Severe weather, such as tornadoes, hurricanes, ice or snow storms or droughts or other natural disasters, may cause outages and property damage that may require us to incur additional costs that are generally not insured and that may not be recoverable from customers. The effect of the failure of our facilities to operate as planned under these conditions would be particularly burdensome during a peak demand period.

Customer demand that we satisfy pursuant to our default service tariffs could increase as a result of severe weather conditions, economic development or other circumstances over which we have no control. We satisfy our electricity supply obligations through a portfolio approach of providing electricity from our generation assets, contractual relationships and market purchases. A significant increase in demand could adversely affect our energy margins if we are required under the terms of the default service tariffs to provide the energy supply to fulfill this increased demand at capped rates, which we expect to remain significantly below the wholesale prices at which we would have to purchase the additional supply if needed or, if we had available capacity, the prices at which we could otherwise sell the additional supply. Accordingly, any significant change in demand could have a material adverse effect on our results of operations or financial position.

27

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

Our business follows the economic cycles of our customers. Sustained downturns or sluggishness in the economy generally affects the markets in which we operate and negatively influences our energy operations. Declines in demand for electricity as a result of economic downturns will reduce overall electricity sales and reduce our cash flows, especially as industrial customers reduce production, resulting in less consumption of electricity. Economic conditions also impact the rate of delinquent customer accounts receivable, further increasing our costs.

The Goodwill of One or More of Our Operating Subsidiaries May Become Impaired, Which Would Result in Write-Offs of the Impaired Amounts
There is a possibility that additional goodwill may be impaired at one or more of our operating subsidiaries. The actual timing and amounts of any goodwill impairments in future years would depend on many uncertain variables, including changing interest rates, utility sector market performance, our capital structure, market prices for power, results of future rate proceedings, operating and capital expenditure requirements, the value of comparable utility acquisitions and other factors.

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

We face the difficult challenge of finding ways to retain our aging skilled workforce while recruiting new talent to mitigate losses in critical knowledge and skills due to retirements. Mitigating these risks could require additional financial commitments.

Significant Increases in Our Operation and Maintenance Expenses, Including Our Health Care and Pension Costs, Could Adversely Affect Our Future Earnings and Liquidity

We continually focus on limiting, and reducing where possible, our operation and maintenance expenses. However, we expect to continue to face increased cost pressures, including health care and pension costs. We have experienced significant health care cost inflation in the last few years, and we expect our cash outlay for health care costs, including prescription drug coverage, to continue to increase despite measures that we have taken and expect to continue to take to require employees and retirees to bear a higher portion of the costs of their health care benefits. The measurement of our expected future health care and pension obligations, costs and liabilities is highly dependent on a variety of assumptions, many of which relate to factors beyond our control. These assumptions include investment returns, interest rates, health care cost trends, benefit improvements, salary increases and the demographics of plan participants. If actual results differ materially from our assumptions, our costs could be significantly increased.

Our  Business is Subject to the Risk that Sensitive Customer Data May be Compromised, Which Could Result in an Adverse Impact to Our Reputation and/or Results of Operations

Our business requires access to sensitive customer data, including personal and credit information, in the ordinary course of business. A security breach may occur, despite security measures taken by us and required of vendors. If a significant or widely publicized breach occurred, our business reputation may be adversely affected, customer confidence may be diminished, or we may become subject to legal claims, any of which may have a negative impact on our business and/or results of operations.

Acts of War or Terrorism Could Negatively Impact Our Business

The possibility that our infrastructure, or that of an interconnected company, such as electric generation, transmission and distribution facilities could be direct targets of, or indirect casualties of, an act of war or terrorism could affect our operations. Our generation plants, transmission and distribution facilities, or those of interconnected companies, may be targets of terrorist activities that could result in disruption of our ability to generate, purchase, transmit or distribute electricity. Any such disruption could result in a decrease in revenues and additional costs to purchase electricity and to replace or repair our assets, which could have a material adverse impact on our results of operations and financial condition.

28

Capital Improvements and Construction Projects May Not be Completed within Forecasted Budget, Schedule or Scope Parameters

Our business plan calls for extensive investment in capital improvements and additions, including the installation of environmental upgrades, as well as other initiatives. We may be exposed to the risk of substantial price increases in the costs of labor and materials used in construction. We have engaged numerous contractors and entered into a large number of agreements to acquire the necessary materials and/or obtain the required construction related services. As a result, we are also exposed to the risk that these contractors and other counterparties could breach their obligations to us. Such risk could include our contractors inability to procure sufficient skilled labor as well as potential work stoppages by that labor force. Should the counterparties to these arrangements fail to perform, we may be forced to enter into alternative arrangements at then-current market prices that may exceed our contractual prices, with resulting delays in those and other projects. Although our agreements are designed to mitigate the consequences of a potential default by the counterparty, our actual exposure may be greater than these mitigation provisions. This could have negative financial impacts such as incurring losses or delays in completing construction projects.

We May Acquire Assets That Could Present Unanticipated Issues for our Business in the Future, Which Could Adversely Affect Our Ability to Realize Anticipated Benefits of Those Acquisitions

Asset acquisitions involve a number of risks and challenges, including management attention; integration with existing assets; difficulty in evaluating the requirements associated with the assets prior to acquisition, operating costs, potential environmental and other liabilities, and other factors beyond our control; and an increase in our expenses and working capital requirements.  Any of these factors could adversely affect our ability to achieve anticipated levels of cash flows or realize other anticipated benefits from any such asset acquisition.

Risks Associated With Regulation

Complex and Changing Government Regulations Could Have a Negative Impact on Our Results of Operations
We are subject to comprehensive regulation by various federal, state and local regulatory agencies that significantly influence our operating environment. Changes in or reinterpretations of existing laws or regulations or the imposition of new laws or regulations could require us to incur additional costs or change the way we conduct our business, and therefore could have an adverse impact on our results of operations.

Our public utility subsidiaries currently provide service at rates approved by one or more regulatory commissions. Thus, the rates a utility is allowed to charge may or may not match its expenses at any given time. Additionally, there may also be a delay between the timing of when costs are incurred and when costs are recovered. While rate regulation is premised on providing an opportunity to earn a reasonable return on invested capital and recovery of operating expenses, there can be no assurance that the applicable regulatory commission will determine that all of our costs have been prudently incurred or that the regulatory process in which rates are determined will always result in rates that will produce full recovery of our costs in a timely manner.

Regulatory Changes in the Electric Industry Including a Reversal, Discontinuance or Delay of the Present Trend Toward Competitive Markets Could Affect Our Competitive Position and Result in Unrecoverable Costs Adversely Affecting Our Business and Results of Operations

As a result of restructuring initiatives, changes in the electric utility business have occurred and are continuing to take place throughout the United States, including Ohio, Pennsylvania and New Jersey. These changes have resulted, and are expected to continue to result, in fundamental alterations in the way utilities conduct their business.

Criticism of restructured electricity markets in public forums escalated during 2007 as retail rate freezes expired in a number of states and fuel prices increased, thereby driving up retail prices for electricity. Consumers in other states are experiencing significant rate increases. In Ohio, Pennsylvania and New Jersey there is growing pressure for state regulatory and political processes to take steps to reduce the impact of price increases on retail customers. The political pressure for states to retreat from allowing competitively-priced supplies to serve retail load and to return to cost-based regulation of generation resources or take other actions directed at generators of electricity creates heightened risk of limitations on the retail price of electricity or other restrictions on the full recovery of market-based generation prices, which could significantly affect our results of operations.

29

Some states that have deregulated generation service have experienced difficulty in transitioning to market-based pricing. In some instances, state and federal government agencies and other interested parties have made proposals to delay market restructuring or even re-regulate areas of these markets that have previously been deregulated. Although we expect wholesale electricity markets to continue to be competitive, other proposals to re-regulate our industry may be made, and legislative or other action affecting the electric power restructuring process may cause the process to be delayed, discontinued or reversed in the states in which we currently, or may in the future, operate. Such delays, discontinuations or reversals of electricity market restructuring in the markets in which we operate could have an adverse impact on our results of operations and financial condition.

The FERC and the U.S. Congress propose changes from time to time in the structure and conduct of the electric utility industry. If the restructuring, deregulation or re-regulation efforts result in decreased margins or unrecoverable costs, our business and results of operations may be adversely affected. We cannot predict the extent or timing of further efforts to restructure, deregulate or re-regulate our business or the industry.

Our Profitability is Impacted by Our Affiliated Companies Continued Authorization to Sell Power at Market-Based Rates

In 2005 the FERC granted FES, FGCO and NGC authority to sell electricity at market-based rates. These orders also granted them waivers of certain FERC accounting, record-keeping and reporting requirements.   JCP&L, Met-Ed, OE, Penn, Penelec and TE also have market-based rate authority.  The FERCs orders that grant this market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that these companies can exercise market power in transmission or generation, create barriers to entry or engage in abusive affiliate transactions. As a condition to the orders granting these generating companies market-based rate authority, every three years they are required to file a market power update to show that they continue to meet the FERCs standards with respect to generation market power and other criteria used to evaluate whether entities qualify for market-based rates. FES, FGCO NGC,JCP&L, Met-Ed, OE, Penn, Penelec and TE have filed to renew this authority in 2008. If any of these companies were to lose its market-based rate authority or fail to have such authority renewed, it would be required to obtain the FERCs acceptance to sell power at cost-based rates. FES, FGCO and NGC could also lose their waivers, and become subject to the accounting, record-keeping and reporting requirements that are imposed on utilities with cost-based rate schedules.

There Are Uncertainties Relating to the Operations of the PJM and MISO Regional Transmission Organizations (RTOs)

RTO rules could affect our ability to sell power produced by our generating facilities to users in certain markets due to transmission constraints and attendant congestion costs. The prices in day-ahead and real-time energy markets and RTO capacity markets have been subject to price volatility. Administrative costs imposed by RTOs, including the cost of administering energy markets, have also increased. The rules governing the various regional power markets may also change from time to time which could affect our costs or revenues. To the degree we incur significant additional fees and increased costs to participate in an RTO, and we are limited with respect to recovery of such costs from retail customers, we may suffer financial harm. While RTO rates for transmission service are designed to be revenue neutral, our revenues from customers to whom we currently provide transmission services may not reflect all of the administrative and market-related costs imposed under the RTO tariff. In addition, we may be allocated a portion of the cost of transmission facilities built by others due to changes in RTO transmission rate design. Finally, we may be required to expand our transmission system according to decisions made by an RTO rather than our internal planning process. Because it remains unclear which companies will be participating in the various regional power markets, or how RTOs will ultimately develop and operate or what region they will cover, we cannot fully assess the impact that these power markets or other ongoing RTO developments may have.

Costs of Compliance with Environmental Laws are Significant, and the Cost of Compliance with Future Environmental Laws, Including limitations on GHG Emissions Could Adversely Affect Cash Flow and Profitability

There are a number of initiatives to reduce GHG emissions under consideration at the federal, state and international level. Environmental advocacy groups, other organizations and some agencies in the United States are focusing considerable attention on carbon dioxide emissions from power generation facilities and their potential role in climate change.  Many states and environmental groups have also challenged certain of the federal laws and regulations relating to air emissions as not being sufficiently strict.  As a result, it is possible that state and federal regulations will be developed that will impose more stringent limitations on emissions than are currently in effect. Although several bills have been introduced at the state and federal level that would compel carbon dioxide emission reductions, none have advanced through the legislature. Future changes in environmental regulations governing these pollutants could require us to make increased capital expenditures for pollution control devices which could have an adverse impact on our results of operations, cash flows and financial condition. Such legislation could even make some of our electric generating units uneconomic to maintain or operate. In addition, any legal obligation that would require us to substantially reduce our emissions beyond present levels could require extensive mitigation efforts and, in the case of carbon dioxide legislation, would raise uncertainty about the future viability of fossil fuels, particularly coal, as an energy source for new and existing electric generation facilities.

30

Certain of our subsidiaries operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements requires us to incur costs for environmental monitoring, installation of pollution control equipment, emission fees, maintenance, upgrading, remediation and permitting at all of our facilities. These expenditures have been significant in the past and may increase in the future. If the cost of compliance with existing environmental laws and regulations does increase, it could adversely affect our business and results of operations, financial position and cash flows. Moreover, changes in environmental laws or regulations may materially increase our costs of compliance or accelerate the timing of capital expenditures. Because of the deregulation of generation, we may not directly recover through rates additional costs incurred for such compliance. Our compliance strategy, although reasonably based on available information, may not successfully address future relevant standards and interpretations. If FirstEnergy or its subsidiaries fail to comply with environmental laws and regulations, even if caused by factors beyond our control or new interpretations of longstanding requirements, that failure could result in the assessment of civil or criminal liability and fines. In addition, any alleged violation of environmental laws and regulations may require us to expend significant resources to defend against any such alleged violations.

The EPAs final CAIR and CAVR require significant reductions beginning in 2009 in air emissions from coal-fired power plants and the states have been given substantial discretion in developing their own rules to implement these programs. CAIR has been challenged in the United States Court of Appeals for the District of Columbia. As a result, the ultimate requirements under these air emission reduction programs may not be known for several years and may differ significantly from the current rules. If the final rules are remanded by the Court of Appeals, if states elect not to participate in the various federal programs under the rules, or if the states elect to impose additional requirements on individual units that are already subject to the CAIR and/or the CAVR, costs of compliance could increase significantly and could have an adverse effect on future results of operations, cash flows and financial condition. Alternatively, if the final rules are remanded by the Court and their implementation is postponed, we could be competitively disadvantaged because we are currently obligated to comply with essentially this same level of emission controls as a result of our settlement of the New Source Review Litigation related to our W. H. Sammis Plant.
The EPA's final CAMR was vacated by the United States Court of Appeals for the District Court of Columbia on February 8, 2008 because the EPA failed to take the necessary steps to "de-list" coal-fired power plants from its hazardous air pollution program and therefore, could not promulgate a cap and trade air emissions reduction program.  The EPA must now seek judicial review of the court's ruling or take further regulatory action to promulgate new hazardous air emission reduction programs which may differ significantly from the cap and trade program previously promulgated by the EPA for mercury.  As a result, costs of compliance could increase significantly and could have a material adverse effect on future results of operations, cash flows and financial condition.
Various water quality regulations, the majority of which are the result of the federal Clean Water Act and its amendments, apply to FirstEnergy's plants. In addition, Ohio, New Jersey and Pennsylvania have water quality standards applicable to FirstEnergy's operations. As provided in the Clean Water Act, authority to grant federal National Pollutant Discharge Elimination System water discharge permits can be assumed by a state. Ohio, New Jersey and Pennsylvania have assumed such authority.

Also, we are generally responsible for on-site liabilities, and in some cases off-site liabilities, associated with the environmental condition of our facilities which we have acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with some acquisitions and sales of assets, we may obtain, or be required to provide, indemnification against some environmental liabilities. If we incur a material liability, or the other party to a transaction fails to meet its indemnification obligations to us, we could suffer material losses.
Availability and Cost of Emission Credits Could Materially Impact Our Costs of Operations
We are required to maintain, either by allocation or purchase, sufficient emission credits to support our operations in the ordinary course of operating our power generation facilities. These credits are used to meet our obligations imposed by various applicable environmental laws. If our operational needs require more than our allocated allowances of emission credits, we may be forced to purchase such credits on the open market, which could be costly. If we are unable to maintain sufficient emission credits to match our operational needs, we may have to curtail our operations so as not to exceed our available emission credits, or install costly new emissions controls. As we use the emissions credits that we have purchased on the open market, costs associated with such purchases will be recognized as operating expense. If such credits are available for purchase, but only at significantly higher prices, the purchase of such credits could materially increase our costs of operations in the affected markets.

Mandatory Renewable Portfolio Requirements Could Negatively Affect Our Costs

If federal or state legislation mandates the use of renewable and alternative fuel sources, such as wind, solar, biomass and geothermal, and such legislation would not also provide for adequate cost recovery, it could result in significant changes in our business, including renewable energy credit purchase costs, purchased power and potentially renewable energy credit costs and capital expenditures.

31

We are and may Become Subject to Legal Claims Arising from the Presence of Asbestos or Other Regulated Substances at Some of our Facilities

We have been named as a defendant in pending asbestos litigation involving multiple plaintiffs and multiple defendants. In addition, asbestos and other regulated substances are, and may continue to be, present at our facilities where suitable alternative materials are not available. We believe that any remaining asbestos at our facilities is contained. The continued presence of asbestos and other regulated substances at these facilities, however, could result in additional actions being brought against us.

The Continuing Availability and Operation of Generating Units is Dependent on Retaining the Necessary Licenses, Permits, and Operating Authority from Governmental Entities, Including the NRC
We are required to have numerous permits, approvals and certificates from the agencies that regulate our business. We believe the necessary permits, approvals and certificates have been obtained for our existing operations and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on operating results from future regulatory activities of any of these agencies and we are not assured that any such permits, approvals or certifications will be renewed.

Risks Associated With Financing and Capital Structure

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

We have near-term exposure to interest rates from outstanding indebtedness indexed to variable interest rates, and we have exposure to future interest rates to the extent we seek to raise debt in the capital markets to meet maturing debt obligations and fund construction or other investment opportunities. Interest rates could significantly change as a result of economic or other events that our risk management processes were not established to address. As a result, we cannot always predict the impact that our risk management decisions may have on us if actual events lead to greater losses or costs than our risk management positions were intended to hedge. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results of operations.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash from operations. A downgrade in our credit ratings from the nationally-recognized credit rating agencies, particularly to a level below investment grade, could negatively affect our ability to access the bank and capital markets, especially in a time of uncertainty in either of those markets, and may require us to post cash collateral to support outstanding commodity positions in the wholesale market, as well as in place of letters of credit and other guarantees. A rating downgrade would also increase the fees we pay on our various credit facilities, thus increasing the cost of our working capital. A rating downgrade could also impact our ability to grow our businesses by substantially increasing the cost of, or limiting access to, capital. Our senior unsecured debt ratings from S&P and Moodys are investment grade. The current ratings outlook from S&P is negative and the ratings outlook from Moodys is stable.

A rating is not a recommendation to buy, sell or hold debt, inasmuch as such rating does not comment as to market price or suitability for a particular investor. The ratings assigned to our debt address the likelihood of payment of principal and interest pursuant to their terms. A rating may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating that may be assigned to our securities.

We Must Rely on Cash from Our Subsidiaries

We are a holding company and our investments in our subsidiaries are our primary assets. Substantially all of our business is conducted by our subsidiaries. Consequently, our cash flow is dependent on the operating cash flows of our subsidiaries and their ability to upstream cash to the holding company. Our utility subsidiaries are regulated by various state utility commissions that generally possess broad powers to ensure that the needs of utility customers are being met. Those state commissions could attempt to impose restrictions on the ability of our utility subsidiaries to pay dividends or otherwise restrict cash payments to us.

32

We Cannot Assure Common Shareholders that Future Dividend Payments Will be Made, or if Made, in What Amounts they May be Paid

Our Board of Directors regularly evaluates our common stock dividend policy and determines the dividend rate each quarter. The level of dividends will continue to be influenced by many factors, including, among other things, our earnings, financial condition and cash flows from subsidiaries, as well as general economic and competitive conditions. We cannot assure common shareholders that dividends will be paid in the future, or that, if paid, dividends will be at the same amount or with the same frequency as in the past.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Companies' respective first mortgage indentures constitute, in the opinion of the Companies’Companies counsel, direct first liens on substantially all of the respective Companies’Companies physical property, subject only to excepted encumbrances, as defined in the first mortgage indentures. See “Leases”the "Leases" and “Capitalization”"Capitalization" notes to the respective financial statements for information concerning leases and financing encumbrances affecting certain of the Companies’Companies' properties.

The Companies own, individuallyFirstEnergy has access, either through ownership or togetherlease, to the following generation sources as tenantsof February 28, 2008, shown in common, and/or lease,the table below. Except for the leasehold interests referenced in the footnotes to the table, substantially all of the generating units in service as of Marchare owned by NGC (nuclear) and FGCO (non-nuclear). See "Generation Asset Transfers" under Item 1 2005, shown on the table below.

above.

2133
 
                                    Net 
 ___________    ___________  ___________  ___________ ___________   ___________  ___________  ___________  ___________  ___________  ___________  ___________  ___________  ___________  ___________    Demonstrated 
   
NOC
 (MW)
                                Capacity 
     
OE
 
Penn
 
CEI
 
TE
 
JCP&L
 
Met-Ed
 
FES
  
Unit
 
(MW)
 
_________________________________  
Unit
 
Total
 %  
MW
 %  
MW
 %  
MW
 %  
MW
 %  
MW
  % 
MW
 %  
MW
 
Plant - Location
                                  
                                  
Plant-Location     
Coal-Fired Units
                                       
Ashtabula-
Ashtabula, OH
  5 244 -- -- -- -- 100.00% 244 -- -- -- -- -- -- -- -- 
Ashtabula-     
Ashtabula, OH
  5  244 
Bay Shore-  1-4 631 -- -- -- -- -- -- 100.00% 631 -- -- -- -- -- --       
Toledo, OH                                    1-4  631 
R. E. Burger-
Shadyside, OH
  3-5 406 100.00% 406 -- -- -- -- -- -- -- -- -- -- -- -- 
R. E. Burger- 
 
    
Shadyside, OH
  3-5  406 
Eastlake-Eastlake, OH  1-5 1,233 -- -- -- -- 100.00% 1,233 -- -- -- -- -- -- -- --   1-5  1,233 
Lakeshore-
Cleveland, OH
  18 245 -- -- -- -- 100.00% 245 -- -- -- -- -- -- -- -- 
Lakeshore- 
 
    
Cleveland, OH
  18  245 
Bruce Mansfield-  1 780 60.00% 468 33.50% 261 6.50% 51 -- -- -- -- -- -- -- --   1  830(a)
Shippingport, PA  2 780 43.06% 336 9.36% 73 30.28%(a) 236 17.30% (a)135 -- -- -- -- -- --   2  830(b)
  3 800 49.34% 395 6.28% 50 24.47% 196 19.91% 159 -- -- -- -- -- --   3  830(c)
W. H. Sammis-  1-6 1,620 100.00% 1,620 -- -- -- -- -- -- -- -- -- -- -- -- 
Stratton, OH  7  600  48.00% 288  20.80% 125  31.20% 187  --  --     --  --  --  --  -- 
      
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     7,339     3,513     509  --  2,392  
--
  925     
--
     
--
     
--
     7,932 
                                        
Nuclear Units
                                        
Beaver Valley-  1 821 35.00% 287 65.00% 534 -- -- -- -- -- -- -- -- -- --   1  911 
Shippingport, PA  2 831 41.88% (b)348 13.74% 114 24.47% 203 19.91% 166 -- -- -- -- -- --   2  868(e)
Davis-Besse-  1 883 -- -- -- -- 51.38% 454 48.62% 429 -- -- -- -- -- --       
Oak Harbor, OH                                    1  893 
Perry-
N. Perry Village, OH
  1  1,260  30.00% (b)378  5.24% 66  44.85% 565  19.91% (c)251  --  --  --  --  --  -- 
Perry-      
N. Perry Village, OH
  1  1,273(f)
Total     3,795     1,013     714     1,222     846  --  --  --  --  --  --     3,945 
                                        
Oil/Gas-Fired/Pumped Storage Units
                                  
Richland-Defiance, OH  1-3 42 -- -- -- -- -- -- 100.00% 42 -- -- -- -- -- -- 
  4-6 390 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 390 
Seneca-Warren, PA  1-3 435 -- -- -- -- 100.00% 435 -- -- -- -- -- -- -- -- 
Sumpter- Sumpter Twp., MI  1-4 340 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 340 
West Lorain  1-1 120 100.00% 120 -- -- -- -- -- -- -- -- -- -- -- -- 
Lorain, OH  2-6 425 -- -- -- -- -- -- -- -- -- -- -- -- 100.00% 425 
Yard's Creek-Blairstown
Twp., NJ
  1-3 200 -- -- -- -- -- -- -- -- 50% 200 -- -- -- -- 
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     301     109     19     33     35     86     19     --     282 
Total     2,253     229     19     468     77     286     19     1,155     2,250 
Total     13,387     4,755     1,242     4,082     1,848     286     19     1,155     14,127 


Notes:(a)CEI’s interests consistIncludes FGCO's leasehold interest of 1.68% owned93.825% (779 MW) and 28.60% leased and TE's interests are leased.CEIs leasehold interest of 6.175% (51 MW), which has been assigned to FGCO.
 (b)OE’sIncludes CEIs and TEs leasehold interests consist of 20.22% owned27.17% (226 MW) and 21.66% leased for Beaver Valley Unit 2; and 17.42% owned (representing portion leased from a wholly owned subsidiary of OE) and 12.58% leased for Perry.16.435% (136 MW), respectively, which have been assigned to FGCO.
 (c)TE’sIncludes CEIs and TEs leasehold interests consist of 1.65% owned23.247% (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% leased.(158 MW), respectively.
(f)Includes OEs leasehold interest of 12.58% (160 MW).
(g)Represents JCP&Ls 50% ownership interest.
22

Prolonged outages of existing generating units might make it necessary for the Companies, depending upon the demand for electric service upon their system, to use to a greater extent than otherwise, less efficient and less economic generating units, or purchased power, and in some cases may require the reduction of load during peak periods under the Companies’ interruptible programs, all to an extent not presently determinable.

The Companies’FirstEnergy's generating plants and load centers are connected by a transmission system consisting of elements having various voltage ratings ranging from 23 kV to 500 kV. The Companies’Companies overhead and underground transmission lines aggregate 14,97815,014 pole miles.

34

The Companies’Companies electric distribution systems include 114,177117,642 miles of overhead pole line and underground conduit carrying primary, secondary and street lighting circuits. They own substations with a total installed transformer capacity of 91,117,000 kilovolt-amperes.88,329,000 kV-amperes.

The transmission facilities that are owned by ATSI are operated on an integrated basis as part of MISO and are interconnected with facilities operated by ATSI also interconnect with those of AEP, DPL, Duquesne, Allegheny, MEC and Penelec.PJM. The transmission facilities of JCP&L, Met-Ed and Penelec are physically interconnected and are operated on an integrated basis as part of the PJM RTO.PJM.

FirstEnergy's distribution and transmission systems as of December 31, 2004,2007, consist of the following:


      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 

  
Substation
     
  
Distribution
 
Transmission
 
Transformer
 
  
Lines
 
Lines
 
Capacity
 
  
(Miles)
 
(kV-amperes)
 
        
OE  29,402  550  8,318,000 
Penn  5,636  44  1,750,000 
CEI  24,860  2,144  9,300,000 
TE  1,622  223  3,691,000 
JCP&L  18,493  2,106  21,154,000 
Met-Ed  14,424  1,407  9,985,000 
Penelec  19,740  2,690  14,238,000 
ATSI*  --  5,814  22,681,000 
           
Total  114,177  14,978  91,117,000 

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

ITEM 3.3.LEGAL PROCEEDINGS

Reference is made to Note 13,14, Commitments, Guarantees and Contingencies, of the Notes to Consolidated Financial Statements contained in Item 8 for a description of certain legal proceedings involving FirstEnergy, FES, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec.

ITEM 4.4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
   MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESPART II

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

The information required by Item 5.5 regarding FirstEnergy’sFirstEnergy's market information, including stock exchange listings and quarterly stock market prices, dividends and holders of common stock is included on page 51 of FirstEnergy’s 2004FirstEnergy's 2007 Annual Report to Stockholders (Exhibit 13)13.1). The information requiredInformation for FES, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec is not applicablerequired to be disclosed because they are wholly owned subsidiaries.

Information regarding compensation plans for which shares of FirstEnergy common stock may be issued is incorporated herein by reference to FirstEnergy's 2008 proxy statement filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

2335

The table below includes information on a monthly basis for the fourth quarter, regarding purchases made by FirstEnergy of its common stock.stock during the fourth quarter of 2007.

 
 
 
 
 
 
Period
 
 
 
 
 
Total Number
Of Shares
Purchased (a)
 
 
 
 
 
 
Average Price
Paid per Share
 
 
 
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
 
October 1-31, 2004  175,290 $41.13  --  -- 
November 1-30, 2004  379,505 $42.68  --  -- 
December 1-31, 2004  306,911 $39.96  --  -- 
              
Fourth Quarter  861,706 $41.40  --  -- 


  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’sFirstEnergy's obligations to deliver common stock under its Executive and Director2007 Incentive Compensation Plan, Deferred Compensation Plan for Outside Directors, Executive Deferred Compensation Plan, Savings Plan and Stock Investment Plan. In addition, such amounts reflect shares tendered by employees to pay the exercise price or withholding taxes upon exercise of stock options granted under the Executive and Director Incentive Compensation Plan.

(b)
FirstEnergy does not currently have anyPlan and shares purchased as part of publicly announced plans.
(b)On December 10, 2007, FirstEnergy's plan or program for share purchases.to repurchase up to 16 million shares of its common stock through June 30, 2008, was concluded.


ITEM 6. 6.SELECTED FINANCIAL DATA

ITEM 7. 7.MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS

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

ITEM 8. 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required for itemsby Items 6 through 8 is incorporated herein by reference to Selected Financial Data, Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations and Financial Condition,Operation, and Financial Statements included on the following pages shown in the following table in the respective company’s 20042007 Annual Report to Stockholdersof FirstEnergy (Exhibit 13)13.1) and the combined 2007 Annual Report of FES, OE, CEI, TE, JCP&L, Met-Ed and Penelec (Exhibit 13.2).

 
Item 6
Item 7
Item 7A
Item 8
     
FirstEnergy34-3826-2839-85
OE34-161017-44
Penn34-138-914-35
CEI34-15916-41
TE34-169-1017-43
JCP&L34-138-1014-35
Met-Ed34-138-1014-36
Penelec34-128-913-34


Item 6*Item 7*Item 7AItem 8
FirstEnergy1-23-6039-4263-112
FESN/AN/A3-5  8-12, 91-145
OEN/AN/A14-1518-22, 91-145
CEIN/AN/A24-2528-32, 91-145
TEN/AN/A34-3538-42, 91-145
JCP&LN/AN/A44-4549-53, 91-145
Met-EdN/AN/A56-5760-64, 91-145
PenelecN/AN/A66-6871-75, 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 Form 10-K.

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

None.

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

Evaluation of Disclosure Controls and Procedures

Each registrant’sFirstEnergy's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated such registrant’sregistrants disclosure controls and procedures, as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e), as of the end date covered by this report. Based upon this evaluation, the respective Chief Executive Officer and Chief Financial Officer concluded that such registrant’sFirstEnergy's disclosure controls and procedures are effective.were effective as of December 31, 2007.

2436

Management’sManagement's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control - Integrated Framework,, management conducted an evaluation of the effectiveness of the registrants’FirstEnergy's internal control over financial reporting under the supervision of each registrant’s chief executive officerFirstEnergy's Chief Executive Officer and chief financial officer.Chief Financial Officer. Based on that evaluation, management concluded that the registrants’FirstEnergy's internal control over financial reporting was effective as of December 31, 2004. Management’s assessment of the2007. The effectiveness of the registrants’FirstEnergy's internal control over financial reporting, as of December 31, 2004,2007, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reportsreport included in each registrant’s 2004FirstEnergy's 2007 Annual Report to Stockholders and incorporated by reference hereto.

Changes in Internal ControlsControl over Financial Reporting

There were no changes in the registrants’FirstEnergy's internal controlscontrol over financial reporting during the fourth quarter of 20042007 that have materially affected, or are reasonably likely to materially affect, FirstEnergy's internal control over financial reporting.

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

Evaluation of Disclosure Controls and Procedures

Each registrant's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated such registrant's disclosure controls and procedures, as defined in the Securities Exchange Act of 1934 rules 13a-15(e) and 15d-15(e), as of the end date covered by this report. Based upon this evaluation, the respective Chief Executive Officer and Chief Financial Officer concluded that such registrant's disclosure controls and procedures were effective as of December 31, 2007.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework, management conducted an evaluation of the effectiveness of each registrants' internal control over financial reporting under the supervision of such registrant's Chief Executive Officer and Chief Financial Officer. Based on that evaluation, management concluded that each registrant's internal control over financial reporting was effective as of December 31, 2007. The effectiveness of each registrant's internal control over financial reporting, as of December 31, 2007, has not been audited by such registrant's independent registered public accounting firm.

Changes in Internal Control over Financial Reporting

There were no changes in the registrants' internal control over financial reporting during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect, the registrants’registrants' internal control over financial reporting.

ITEM 9B. 9B.OTHER INFORMATION

Severance AgreementsNone.

On February 15, 2005, in response to a shareholder proposal at the 2004 Annual Meeting that received the affirmative vote of approximately 64 percent of the votes cast, the Board of Directors adopted a new policy with respect to severance agreements. The Board’s policy requires that any future severance agreement offered to any FirstEnergy employee that would be triggered by a change in control of FirstEnergy limit the multiplier of base salary and target short-term incentive compensation to 2.99 times. The Board’s policy also requires that such severance agreements only contain such other terms, conditions and provisions as may be recommended by the Compensation Committee and approved by the independent directors of the Board and, at the discretion of such independent directors, approved by the shareholders. The Board’s policy also requires that the Compensation Committee retain an independent third-party consultant to periodically review the prevailing competitive practices concerning severance agreements triggered by a change in control and report on such review to the Board.

In accordance with this policy, the Compensation Committee authorized, and FirstEnergy entered into, separate severance agreements with Guy L. Pipitone, Mark T. Clark, Lynn M. Cavalier and Richard R. Grigg on March 7, 2005, effective immediately. Severance benefits are limited to 2.99 times base salary and target short-term incentive compensation for Ms. Cavalier and Messrs. Clark and Grigg. Severance benefits are limited to 2.0 times base salary and target short-term incentive compensation for Mr. Pipitone. In addition, the Compensation Committee recommended, and the Board approved, the following additional terms. With respect to the retirement benefits of Ms. Cavalier and Messrs. Clark and Grigg, (a) three years will be added to his or her age and service at termination, (b) pension benefits will be calculated with the enhanced age and service, and (c) benefits will be paid out no earlier than an adjusted age of 55. With regard to health care, he or she will receive health care benefits on the same terms as an active employee for three years. Lastly, with regard to life insurance, he or she will receive life insurance benefits on the same terms as an active employee for three years. Mr. Pipitone’s agreement provides that, in regard to retirement plans, (a) two years will be added to his age and service at termination, (b) pension benefits will be calculated with the enhanced age and service, and (c) benefits will be paid out no earlier than an adjusted age of 55. In regard to health care, he will receive health care benefits on the same terms as an active employee for two years. Lastly, in regard to life insurance, he will receive life insurance benefits on the same terms as an active employee for two years.

Under the agreements, a change in control includes the acquisition of the beneficial ownership of 50 percent or more of the outstanding shares of common stock or other voting stock of FirstEnergy, a change in the majority of the members of the Board of Directors, or a reorganization, merger, or dissolution of FirstEnergy. The agreements are intended to ensure that the individuals are free from personal distractions in the context of a potential change in control, when the Board needs the objective assessment and advice of these executives to determine whether an offer is in the best interests of the Company and its shareholders. The principal severance benefits may be triggered when the individual is terminated or resigns for good reason, which generally is defined as a material change, following a change of control, inconsistent with the individual’s previous job duties or compensation.

Under all of the above severance agreements, the executive would be prohibited for two years from working for or with competing entities after receiving severance benefits from this change in control agreement.

25

FirstEnergy also has in place separate severance agreements with Anthony J. Alexander, Richard H. Marsh, Carole B. Snyder, and Leila L. Vespoli, in the form applicable to Ms. Cavalier and Messrs. Clark and Grigg described above, except that such agreements provide for a benefit equal to 2.99 times the sum of the individual’s base salary plus the average of his or her annual incentive compensation awards over the past three years. Additionally, in the case of Mr. Alexander, he is eligible for the specified severance benefits if he resigns, for any reason, during a 90-day period commencing 18 months following a change in control. Because the agreements for Mr. Marsh, Ms. Vespoli, and Ms. Snyder do not become effective until January 1, 2006, they remain covered under the severance agreements that were previously in place for each of them through December 31, 2005.

FirstEnergy also has in place separate severance agreements with Kevin J. Keough and Kathryn W. Dindo in the form applicable to Mr. Pipitone as described above, except that such agreements provide for a benefit equal to 2.00 times the sum of the individual’s base salary plus the average of his or her annual incentive compensation awards over the past three years.

Executive Bonus Plan

FirstEnergy adopted an Executive Bonus Plan effective November 3, 2004. The plan was established for the purpose of providing for the purchase of personal life insurance for participants who are each deemed to be a member of a select group of highly compensated and/or management employees of FirstEnergy and its subsidiaries. The plan is part of an integrated executive compensation program that is intended to attract, retain and motivate certain key executives who are in a position to make significant contributions to the operation and profitability of FirstEnergy for the benefit of stockholders and customers. Employees of FirstEnergy and its subsidiaries who are or become subject to the provisions of Section 402 of the Sarbanes-Oxley Act of 2002, as amended, and are designated by the CEO or, in the case of the CEO, by the Compensation Committee of the Board, are eligible to participate in the Plan.

Policies under the plan will insure the participant’s life and shall provide a death benefit equal to the participant’s annual base salary as of a specified date.

A copy of the plan was filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

Executive and Director Incentive Compensation Plan Awards

On March 3, 2005, FirstEnergy notified the following executive officers that they were to receive the indicated performance-based restricted stock unit awards and restricted stock awards under the FirstEnergy Executive and Director Incentive Compensation Plan:PART III

ITEM 10. 
Restricted
Restricted
Stock Units(1)
Stock Shares
A. J. Alexander47,954--
R. H. Marsh5,131--
L. L. Vespoli5,644
25,000(2)
25,000(3)
M. T. Clark4,950
50,000(2)
G. L. Pipitone3,863--
R. R. Grigg16,901--DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(1)
Period of Restriction expires upon the earlier of (i) March 1, 2008, (ii) recipient’s death, (iii) recipient’s termination
from employment due to disability and (iv) a change in control occurs.

(2)
Period of Restriction expires upon the earlier of (i) March 1, 2010, (ii) recipient’s death, (iii) recipient’s termination
from employment due to disability and (iv) a change in control occurs.

(3)
Period of Restriction expires upon the earlier of (i) March 1, 2015, (ii) recipient’s death, (iii) recipient’s termination
from employment due to disability and (iv) a change in control occurs.
26

Each award become effective upon acknowledgement by the recipient. The Plan gives recipients the right to acquire stock after the Period of Restriction indicated above, and subject to forfeiture and other provisions under the Plan and the agreements between FirstEnergy and the recipient. The forms of the respective performance-based restricted stock unit and restricted stock agreements are filed as exhibits to this Annual Report on Form 10-K.

PART III

ITEM  10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

FirstEnergy

The information required by Item 10, with respect to Identificationidentification of FirstEnergy’s DirectorsFirstEnergy's directors and with respect to reports required to be filed under Section 16 of the Securities Exchange Act of 1934, is incorporated herein by reference to FirstEnergy’s 2005FirstEnergy's 2008 Proxy Statement filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934 and, with respect to Identificationidentification of Executive Officers,executive officers, to “Part"Part I, Item 1. Business  - Executive Officers”Officers" herein.

The Board of Directors has determined that Ernest J. Novak, Jr., an independent director, is the audit committee financial expert.

37

FirstEnergy makes available on its websiteWeb site athttp://www.firstenergycorp.com/ir its Corporate Governance Policies and the charters for each of the following committees of the Board of Directors: Audit; Corporate Governance; Compensation; Finance; and Nuclear. The Corporate Governance Policies and Board committee charters are also available in print upon written request to David W. Whitehead,Rhonda S. Ferguson, Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890.

FirstEnergy has adopted a Code of Business Conduct, which applies to all employees, including the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer. In addition, the Board of Directors has its own Code of Business Conduct. These Codes can be found on our websitethe Web site provided in the previous paragraph or upon written request to the Corporate Secretary.

Pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company submitted the Annual CEO Certification to the NYSE on June 16, 2004.

27

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

A. J. Alexander, R. H. Marsh and R. R. Grigg are the Directors of OE, Penn, CEI, TE, Met-Ed and Penelec. Information concerning these individuals is shown in the “Executive Officers” section of Item 1. S. E. Morgan, C. E. Jones, L. L. Vespoli, B. S. Ewing, M. A. Julian, G. E. Persson and S. C. Van Ness are the Directors of JCP&L.

Mr. Ewing (Age 44) has served as FirstEnergy Service Company’s Vice President - Energy Delivery since 2003. From 1999 to 2003, Mr. Ewing served as Director of Operations Services - Northern Region.

Mr. Julian (Age 48) has served as FirstEnergy Service Company’s Vice President - Energy Delivery since 2003. From 2001 to 2003, Mr. Julian served as Director of Energy Delivery Technical Services. He was Director of Operations Services - Northern Region from 2000 to 2001 and Director of Operations Support Services - Central Region from 1999-2000.

Mrs. Persson (Age 74) has served in the New Jersey Division of Consumer Affairs Elder Fraud Investigation Unit since 1999. She previously served as liaison (Special Assistant Director) between the New Jersey Division of Consumer Affairs and various state boards. Prior to 1995, she was owner and President of Business Dynamics Associated of Red Bank, NJ. Mrs. Persson is a member of the United States Small Business Administration National Advisory Board, the New Jersey Small Business Advisory Council, the Board of Advisors of Brookdale Community College and the Board of Advisors of Georgian Court College.

Mr. Van Ness (Age 71) has been Of Counsel in the firm of Hubert, Van Ness, Cayci and Goodell, LP of Princeton, NJ since 1998. Prior to that he was affiliated with the law firm of Pico, Mack, Kennedy, Jaffe, Perrella and Yoskin of Trenton, NJ since 1990. He is also a director of The Prudential Insurance Company of America.

Information concerning the other Directors of JCP&L is shown in the “Executive Officers” section of Item 1.May 17, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance - OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec

Prior to February 2005, FirstEnergy and OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec (the “Reporting Subsidiaries”) recommended to persons who were insiders of both FirstEnergy and a Reporting Subsidiary or Reporting Subsidiaries that single insider reports be filed with respect to FirstEnergy and the Reporting Subsidiaries rather than separate reports for each. This position was based in part on an instruction to the insider reporting forms that applies in the case of registered public utility holding companies. Insiders of FirstEnergy and the Reporting Subsidiaries filed Forms 3 in this manner and further, did not set forth information about any Reporting Subsidiary on grounds that they had no holdings of any such issuer.

It recently came to FirstEnergy’s attention that there is a difference of opinion as to the proper method of reporting where a subsidiary of a registered public utility holding company has equity securities registered under the Securities Exchange Act of 1934 (as do the Reporting Subsidiaries). SEC guidance in this area is unclear, and industry practice varies. After further review, FirstEnergy and the Reporting Subsidiaries determined to recommend that their insiders follow a more conservative approach and file separate reports for each Reporting Subsidiary.

Accordingly, in March 2005, Forms 3 will be filed on behalf of the following insiders in respect of the Reporting Subsidiaries indicated: Richard H. Marsh, Leila L. Vespoli, Charles E. Jones, Harvey L. Wagner, Thomas C. Navin, in each case, for all of the Reporting Subsidiaries: Anthony J. Alexander and Richard R. Grigg, in each case, for all of the Reporting Subsidiaries except JCP&L: Gelorma E. Persson, Stanley C. Van Ness, Bradley S. Ewing, Mark A. Julian and Stephen E. Morgan, in each case, for JCP&L; Kevin J. Keough, Thomas A. Clark and Jeffrey A. Elser for OE, Ronald P. Lantzy for OE and Met-Ed; Dennis E. Chack and Paul W. Allison for CEI; and James M. Murray and Charles H. Krueger for TE. Although arguably these Forms are not required to be filed at all particularly since the reporting persons have no holdings in the Reporting Subsidiaries, the Reporting Subsidiaries nonetheless are reporting these Forms 3 as having not yet been filed for purposes of this Report on Form 10-K.

ITEM 11.
EXECUTIVE COMPENSATION

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

28

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

The information required by Items 11, 12 and 13 is incorporated herein by reference to FirstEnergy’s 2005FirstEnergy's 2008 Proxy Statement filed with the SEC pursuant to Regulation 14A.14A under the Securities Exchange Act of 1934.

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

A summary of the audit and audit-related fees rendered by PricewaterhouseCoopers LLP for the years ended December 31, 20042007 and 20032006 are as follows:

 
 
Audit Fees(1)
 
 
Audit-Related Fees(2)
  
Audit Fees(1)
 
Audit-Related Fees
 
Company
 
2004
 
2003
 
2004
 
2003
  
2007
 
2006
 
2007
 
2006
 
 
(In thousands)
  (In thousands) 
FES $1,091 $- $494 $- 
OE $1,036 $676 $-- $58   1,014  1,495  -  - 
CEI  797 806 --  54   719  726  -  - 
TE  650 684 --  48   540  643  -  - 
Penn  624 230 --  18 
JCP&L  810 402 --  28   701  816  -  - 
Met-Ed  609 377 --  22   528  576  -  - 
Penelec  595 275 --  22   586  576  -  - 
Other subsidiaries  1,542  983  18  182   886  1,478  -  - 
           
Total FirstEnergy $6,663 $4,433 $18 $432  $6,065 $6,310 $494 $- 
 
(1)
(1)
Professional services rendered for the audits of FirstEnergy’sFirstEnergy's annual financial statements and reviews of financial statements included in FirstEnergy’sFirstEnergy's Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters and consents for financings and filings made with the SEC.
(2)
Assurance and related services principally related to: (i) audits of employee benefit plans; (ii) consultation to ensure appropriate accounting and reporting in connection with FIN 46 and the Rate Stabilization Plan (OE, CEI and TE); and (iii) assistance with Sarbanes-Oxley.
Tax and Other Fees
 
 
Tax and Other Fees
There were no other fees billed to FirstEnergy for tax services or other services not discussed above for the years ended December 31, 20042007 and December 31, 2003.
2006.

PART IVAdditional information required by this item is incorporated herein by reference to FirstEnergy's 2008 Proxy Statement filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
38

PART IV

(a)ITEM 15. 1.Financial StatementsEXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1.     Financial Statements

Included in Part II of this report and incorporated herein by reference to the respective company’s 20042007 Annual Report to Stockholdersof FirstEnergy (Exhibit 13 below)13.1) and the combined 2007 Annual Report of FES, OE, CEI, TE, JCP&L, Met-Ed and Penelec (Exhibit 13.2) at the pages indicated.

  
First-
Energy
��
 
OE
 
 
Penn
 
 
CEI
 
 
TE
 
 
JCP&L
 
 
Met-Ed
 
 
Penelec
 
  
                  
Management Report  1  1  1  1  1  1  1  1 
Report of Independent Registered Public Accounting Firm  2  2  2  2  2  2  2  2 
Statements of Income-Three Years Ended December 31, 2004  39  17  14  16  17  14  14  13 
Balance Sheets-December 31, 2004 and 2003  40  18  15  17  18  15  15  14 
Statements of Capitalization-December 31, 2004 and 2003  41-43  19-20  16  18  19  16  16  15 
Statements of Common Stockholders’ Equity-Three Years
Ended December 31, 2004
  
44
  
21
  
17
  
19
  
20
  
17
  
17
  
16
 
Statements of Preferred Stock-Three Years Ended
December 31, 2004
  
45
  
21
  
17
  
19
  
20
  
17
  
17
  
16
 
Statements of Cash Flows-Three Years Ended December 31, 2004  46  22  18  20  21  18  18  17 
Statements of Taxes-Three Years Ended December 31, 2004  47  23  19  21  22  19  18  18 
Notes to Financial Statements  48-85  24-44  20-35  22-41  23-43  20-35  20-36  19-34 
 FirstEnergy
 
FES
 
OE
 
CEI
 
TE
 
JCP&L
 
Met-Ed
 
Penelec
         
Management Reports616162636475869
Report of Independent Registered Public Accounting Firm627172737485970
Statements of Income, Three Years Ended December 31, 2007638182838496071
Balance Sheets, December 31, 2007 and 2006649192939506172
Statements of Capitalization, December 31, 2007 and 200665-6610203040516273
Statements of Common Stockholders Equity, Three Years Ended December 31, 20076711213141526374
Statements of Cash Flows, Three Years Ended December 31, 20076812223242536475
Notes to Financial Statements69-11291-14591-14591-14591-14591-14591-14591-145
2.Financial Statement Schedules


29

2.Financial Statement Schedules

Included in Part IV of this report:

  
First-
Energy
 
 
OE
 
 
Penn
 
 
CEI
 
 
TE
 
 
JCP&L
 
 
Met-Ed
 
 
Penelec
 
  
                  
Report of Independent Registered Public Accounting
Firm
  
65
  
66
  
69
  
67
  
68
  
70
  
71
  
72
 
                          
Schedule- Three Years Ended December 31, 2004:
II - Consolidated Valuation and Qualifying Accounts
  
73
  
74
  
77
  
75
  
76
  
78
  
79
  
80
 
 FirstEnergy
 
FES
 
OE
 
CEI
 
TE
 
JCP&L
 
Met-Ed
 
Penelec
         
Report of Independent Registered Public Accounting Firm7879808182838485
         
Schedule II -- Consolidated Valuation and Qualifying Accounts, Three Years Ended December 31, 20078687888990919293

Schedules other than the schedule listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

3.Exhibits - - FirstEnergy
3.Exhibits FirstEnergy

Exhibit
Number

3-1Articles of Incorporation constituting FirstEnergy Corp.’sCorp.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)
  
3-2Regulations 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)
  
4-1Rights Agreement (December 1, 1997 Form 8-K, Exhibit 4.1)
  
4-2FirstEnergy Corp. to The Bank of New York, Supplemental Indenture, dated November 7, 2001. (2001 Form 10-K, Exhibit 4-2)
  
(C)10-1FirstEnergy Corp. Executive and Director Incentive Compensation Plan, revised November 15, 1999. (1999 Form 10-K, Exhibit 10-1)
  
(C)10-2Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised November 15, 1999. (1999 Form 10-K, Exhibit 10-2)
  
(C)10-3Form 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, 20052005. (1999 Form 10-K, Exhibit 10-3)

39
Exhibit
Number
  
(C)10-4FirstEnergy Corp. Supplemental Executive Retirement Plan, amended January 1, 1999. (1999 Form 10-K, Exhibit 10-4)
  
(C)10-5FirstEnergy Corp. Executive Incentive Compensation Plan. (1999 Form 10-K, Exhibit 10-5)
  
(C)10-6Restricted stock agreement between FirstEnergy Corp. and A. J. Alexander. (1999 Form 10-K, Exhibit 10-6)
  
(C)10-7FirstEnergy Corp. Executive and Director Incentive Compensation Plan. (1998 Form 10-K, Exhibit 10-1)
  
(C)10-8Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, amended February 15, 1999. (1998 Form 10-K, Exhibit 10-2)
  
(C)10-9Restricted Stock Agreement between FirstEnergy Corp. and A. J. Alexander. (2000 Form 10-K, Exhibit 10-9)10-1)
  
(C)10-10Restricted Stock Agreement between FirstEnergy Corp. and H. P. Burg. (2000 Form 10-K, Exhibit 10-10)10-2)
  
(C)10-11Stock Option Agreement between FirstEnergy Corp. and officers dated November 22, 2000. (2000 Form 10-K, Exhibit 10-11)10-3)
  


30
Exhibit
Number
(C)10-12Stock Option Agreement between FirstEnergy Corp. and officers dated March 1, 2000. (2000 Form 10-K, Exhibit 10-12)10-4)
  
(C)10-13Stock Option Agreement between FirstEnergy Corp. and director dated January 1, 2000. (2000 Form 10-K, Exhibit 10-13)10-5)
  
(C)10-14Stock Option Agreement between FirstEnergy Corp. and two directors dated January 1, 2001. (2000 Form 10-K, Exhibit 10-14)10-6)
  
(C)10-15Executive and Director Incentive Compensation Plan dated May 15, 2001. (2001 Form 10-K, Exhibit 10-15)10-1)
  
(C)10-16Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised September 18, 2000. (2001 Form 10-K, Exhibit 10-16)10-2)
  
(C)10-17Stock Option Agreements between FirstEnergy Corp. and Officers dated May 16, 2001. (2001 Form 10-K, Exhibit 10-17)10-3)
  
(C)10-18Form of Restricted Stock Agreements between FirstEnergy Corp. and Officers. (2001 Form 10-K, Exhibit 10-18)10-4)
  
(C)10-19Stock Option Agreements between FirstEnergy Corp. and One Director dated January 1, 2002. (2001 Form 10-K, Exhibit 10-19)10-5)
  
(C)10-20FirstEnergy Corp. Executive Deferred Compensation Plan. (2001 Form 10-K, Exhibit 10-20)10-6)
  
(C)10-21Executive Incentive Compensation Plan-Tier 2. (2001 Form 10-K, Exhibit 20-21)10-7)
  
(C)10-22Executive Incentive Compensation Plan-Tier 3. (2001 Form 10-K, Exhibit 20-22)10-8)
  
(C)10-23Executive Incentive Compensation Plan-Tier 4. (2001 Form 10-K, Exhibit 10-23)10-9)
  
(C)10-24Executive Incentive Compensation Plan-Tier 5. (2001 Form 10-K, Exhibit 10-24)10-10)
  
(C)10-25Amendment to GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries, effective April 5, 2001. (2001 Form 10-K, Exhibit 10-25)10-11)
  
(C)10-26Form of Amendment, effective November 7, 2001, to GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries, Deferred Remuneration Plan for Outside Directors of GPU, Inc., and Retirement Plan for Outside Directors of GPU, Inc. (2001 Form 10-K, Exhibit 10-26)10-12)
  
(C)10-27GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group, Inc. Employees. (2001 Form 10-K, Exhibit 10-27)10-13)

40
Exhibit
Number
  
(C)10-28Executive and Director Stock Option Agreement dated June 11, 2002. (2002 Form 10-K, Exhibit 10-28).10-1)
  
(C)10-29Director Stock Option Agreement. (2002 Form 10-K, Exhibit 10-29).10-2)
  
(C)10-30Executive and Director Executive Incentive Compensation Plan, Amendment dated May 21, 2002. (2002 Form 10-K, Exhibit 10-30).10-3)
  
(C)10-31Directors Deferred Compensation Plan, Revised Nov. 19, 2002. (2002 Form 10-K, Exhibit 10-31).10-4)
  
(C)10-32Executive Incentive Compensation Plan 2002. (2002 Form 10-K, Exhibit 10-32).10-5)
  
(C)10-33GPU, 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)10-34Form 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.)

31
Exhibit
Number


(C)10-35Form 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)10-36Form 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)10-37Deferred 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)10-38Retirement 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)10-39Forms 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.)

(A)10-40$1Billion Three-Year Credit Agreement dated as of June 22, 2004 among FirstEnergy Corp., the Banks named therein, Citicorp USA, Inc., as Administrative and Fronting Bank and Barclays Bank PLC as Fronting Bank.
(A)10-41$375,000,000 Three-Year Credit Agreement dated as of October 23, 2003 among FirstEnergy Corp., the Banks named therein, Citibank, N.A., as Administrative Agent and Bank One, NA, as Fronting Bank.
  
(C)10-4210-40        Deferred Compensation Plan for Outside Directors, effective November 7, 2001, incorporated by reference to Exhibit2001. (Exhibit 4(f), Form S-8, File No. 333-101472.333-101472)
  
(C)10-4310-41        Employment Agreement between FirstEnergy and an officer dated July 20, 2004. (September 30, 2004 Form 10-Q, Exhibit 10-41).
  
(C)10-4410-42        Stock Option Agreement between FirstEnergy and an officer dated August 20, 2004.  (September 30, 2004 Form 10-Q, Exhibit 10-42).
  
(C)10-4510-43        Restricted Stock Agreement between FirstEnergy and an officer dated August 20, 2004. (September 30, 2004 Form 10-Q, Exhibit 10-43). 
  
(C)10-4610-44        Executive Bonus Plan between FirstEnergy and Officers dated October 31, 2004. (September 30, 2004 Form 10-Q, Exhibit 10-44).
  
(A)(C)10-4710-45        Form of Employment, Severance, and Change of Control Agreement, between FirstEnergy and A. J. Alexander. (2004 Form 10-K, Exhibit 10-12)
  
(A)(C)10-4810-46        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)
  
(A)(C)10-4910-47        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)
  
(A)(C)10-5010-48        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)

41
Exhibit
Number
  
(A)(C)10-5110-49        Form of Employment, Severance, and Change of Control Agreement, Tier 2, between FirstEnergy and G. L. Pipitone. (2004 Form 10-K, Exhibit 10-16)
  
   (A)(C)10-5210-50        Executive and Director Incentive Compensation Plan, Amendment dated January 18, 2005. (2004 Form 10-K, Exhibit 10-3)
  
   (A)(C)10-5310-51        Form of Restricted Stock Agreements, between FirstEnergy and OfficersOfficers. (2004 Form 10-K, Exhibit 10-4)
  
   (A)(C)10-5410-52        Form of Restricted Stock Unit Agreements (Performance Adjusted), between FirstEnergy and OfficersOfficers. (2004 Form 10-K, Exhibit 10-5)
  
  (A)(C)10-5510-53        Form of Restricted Stock Agreement, between FirstEnergy and an Officer.officer. (2004 Form 10-K, Exhibit 10-6)
  
(A)12.110-54  Consolidated fixed charge ratios.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)

3242
Exhibit
Exhibit
Number
  
(A)13 (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, Exhibit 10-6)
(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, Exhibit 10-1)
(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)

43
Exhibit
Number
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 2004Corp. 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, Exhibit 10.3)

(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) 10-88Employment Agreement between FirstEnergy Corp. and Gary R. Leidich, dated February 26, 2008
(A) (C) 10-89Amendment to Employment Agreement between FirstEnergy Corp. and Richard R. Grigg, dated February 26, 2008
(A) (C) 10-90Form of Restricted Stock Unit Agreement for Gary R. Leidich (per Employment Agreement dated February 26, 2008)
(A) (C) 10-91Form of Restricted Stock Agreement Amendment for Gary R. Leidich dated February 26, 2008
(A) (C) 10-92Form of Restricted Stock Unit Agreement for Richard R. Grigg (per Employment Agreement dated February 26, 2008)
(A) (C) 10-93Form of Restricted Stock Unit Agreement for named executive officers dated March 3, 2008
(A) (C) 10-94Form 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 10-K10K are to be deemed “filed”filed with the SEC.)
  
(A)21List of Subsidiaries of the Registrant at December 31, 2004.2007.
  
(A)2323.1            Consent of Independent Registered Public Accounting Firm.
  
(A)31.1Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and Penelec).
  
(A)31.2Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e) (FirstEnergy, OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec).
(A)32.132               Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350 (FirstEnergy, OE, CEI, TE, Penn, Met-Ed and Penelec).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.
44
Exhibit
Number
(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. Exhibits - FES

(B)  3-13.Exhibits -Articles of Incorporation of FirstEnergy Solutions Corp., as amended August 31, 2001 (Form S-4 dated August 6, 2007, Exhibit 3.1)
3-2Code of Regulations of FirstEnergy Solutions Corp. (Form S-4 dated August 6, 2007, Exhibit 3.4)
10-1Form 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)
10-3Indenture 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)
10-46.85% Lessor Note due 2034 (Form 8-K/A filed August 2, 2007 by FirstEnergy Corp. (333-21011), Exhibit 10-3)
10-5Registration 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)
10-6Participation 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), Exhibit 10-1)
10-7Trust 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), Exhibit 10-2)
10-8Pass 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)
45
Exhibit
Number
10-9Bill 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)
10-10Facility 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)
10-11Site 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)
10-12Site 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)
10-13Support 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)
10-14Second 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)
10-15OE 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)
10-16CEI 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)
10-17TE 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)
10-18Agreement, 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)
10-19CEI Fossil Note, dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.15)
10-20CEI 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)
10-21OE Fossil Note, dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.17)
10-22OE 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)
46
Exhibit
Number
10-23Amendment 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)
10-24PP Fossil Note, dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.20)
10-25PP 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, Exhibit 10.21)
10-26Amendment 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)
10-27TE Fossil Note, dated October 24, 2005, of FirstEnergy Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.23)
10-28TE 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)
10-29CEI Nuclear Note, dated December 16, 2005, of FirstEnergy Nuclear Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.25)
10-30CEI 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)
10-32PP Nuclear Note, dated December 16, 2005, of FirstEnergy Nuclear Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.28)
10-33TE Nuclear Note, dated December 16, 2005, of FirstEnergy Nuclear Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.29)
10-34TE 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)
10-35Mansfield 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)
10-36Nuclear 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)
10-37Revised 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, Exhibit 10.34)
47
Exhibit
Number
10-38Second 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, Exhibit 10.35)
10-39GENCO Power Supply Agreement, dated January 1, 2007, between FirstEnergy Generation Corp. and FirstEnergy Solutions Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.36)
10-40Form 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)
10-41Form 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)
10-42Guaranty, 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)
10-43Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Generation Corp. (Form S-4/A dated August 20, 2007, Exhibit 10.40)
10-44Guaranty, 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, Exhibit 10.41)
10-45Guaranty, 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)
10-46Consent Decree dated March 18, 2005 (Form 8-K dated March 18, 2005 by FirstEnergy Corp. (333-21011), Exhibit 10.1)
10-47Amendment 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)10-48Asset 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 an exhibit.

48
Exhibit
Number
3.      Exhibits OE

2-1Agreement and Plan of Merger, dated as of September 13, 1996, between Ohio Edison Company (OE) and Centerior Energy Corporation. (September 17, 1996 Form 8-K,8K, Exhibit 2-1)21)
  
3-1Amended Articles of Incorporation, Effective June 21, 1994, constituting OE’sOEs Articles of Incorporation. (1994 Form 10-K,10K, Exhibit 3-1)31).
  
(A)3-2Amendment to Articles of Incorporation, Effective November 12, 1999 (2004 Form 10-K, Exhibit 3-2).
  
3-3Amended 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)4-1Indenture 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:

49
Exhibit
Number
  
Incorporated by
  
Reference to
Dated as of
File Reference
Exhibit No.
Dated as of
File Reference
Exhibit No.
March 3, 19312-1725B1, B-1(a),B-1(b)
November 1, 19352-2721B-4
January 1, 19372-3402B-5
September 1, 1937Form 8-AB-6
June 13, 19392-54627(a)-7
August 1, 1974Form 8-A, August 28, 19742(b)
July 1, 1976Form 8-A, July 28, 19762(b)
December 1, 1976Form 8-A, December 15, 19762(b)
June 15, 1977Form 8-A, June 27, 19772(b)
Supplemental Indentures:
  
Supplemental Indentures:
September 1, 19442-611462(b)(2)
April 1, 19452-611462(b)(2)
September 1, 19482-611462(b)(2)
May 1, 19502-611462(b)(2)
January 1, 19542-611462(b)(2)
May 1, 19552-611462(b)(2)
August 1, 19562-611462(b)(2)
March 1, 19582-611462(b)(2)
April 1, 19592-611462(b)(2)
June 1, 19612-611462(b)(2)
September 1, 19692-343512(b)(2)
May 1, 19702-371462(b)(2)
33
Exhibit
Number
 Dated as of     File Reference Exhibit No.
September 1, 19702-381722(b)(2)
June 1, 19712-403792(b)(2)
August 1, 19722-448032(b)(2)
September 1, 19732-488672(b)(2)
May 15, 19782-669572(b)(4)
February 1, 19802-669572(b)(5)
Incorporated by
Reference to
Dated as of
File Reference
Exhibit No.
April 15, 19802-669572(b)(6)
June 15, 19802-68023(b)(4)(b)(5)
October 1, 19812-74059(4)(d)
October 15, 1981 2-75917 (4)(e)
February 15, 19822-75917(4)(e)
July 1, 19822-89360(4)(d)
March 1, 19832-89360(4)(e)
March 1, 19842-89360(4)(f)
September 15, 19842-92918(4)(d)
September 27, 198433-2576(4)(d)
November 8, 198433-2576(4)(d)
December 1, 198433-2576(4)(d)
December 5, 198433-2576(4)(e)
January 30, 198533-2576(4)(e)
February 25, 198533-2576(4)(e)
July 1, 198533-2576(4)(e)
October 1, 198533-2576(4)(e)
January 15, 198633-8791(4)(d)
May 20, 198633-8791(4)(d)
June 3, 198633-8791(4)(e)
October 1, 198633-29827(4)(d)
August 25, 198933-34663(4)(d)
February 15, 199133-39713(4)(d)
May 1, 199133-45751(4)(d)
May 15, 199133-45751(4)(d)
September 15, 199133-45751(4)(d)
April 1, 199233-48931(4)(d)
June 15, 199233-48931(4)(d)
September 15, 199233-48931(4)(e)
April 1, 199333-51139(4)(d)

50
Exhibit
Number
June 15, 199333-51139(4)(d)
September 15, 199333-51139(4)(d)
November 15, 19931-2578(4)(2)
April 1, 19951-2578(4)(2)
May 1, 19951-2578(4)(2)
July 1, 19951-2578(4)(2)
June 1, 19971-2578(4)(2)
April 1, 19981-2578(4)(2)
June 1, 19981-2578(4)(2)
September 29, 19991-2578(4)(2)
April 1, 20001-2578(4)(2)(a)
April 1, 20001-2578(4)(2)(b)
June 1, 20011-2578 
February 1, 20031-25784(2)
March 1, 20031-25784(2)
August 1, 20031-25784(2)
June 1, 20041-25784(2)
June 1, 20041-25784(2)
December 1, 20041-25784(2)
April 1, 20051-25784(2)
April 15, 20051-25784(2)
June 1, 20051-25784(2)
 March 1, 20031-25784(2)
 August 1, 20031-25784(2)
  (A)June 1, 20041-25784(2)
  (A)June 1, 20041-25784(2)
  (A)December 1, 20041-25784(2)

(B) 4-2General 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)).

34
Exhibit
Number
Incorporated by
Reference to
Dated as of
File Reference
Exhibit No.
February 1, 20031-25784-2
March 1, 20031-25784-2
August 1, 20031-25784-2
(A)June 1, 20041-25784-2
(A)June 1, 20041-25784-2
(A)December 1, 20041-25784-2
April 1, 20051-25784(2)
April 15, 20051-25784(2)
June 1, 20051-25784(2)

4-3Indenture dated as of April 1, 2003 between OE and The Bank of New York, as Trustee.
4-4Officers 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)
  
10-1Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2)
  
10-2Amendment 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))
10-3Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3))
  
10-4Amendment 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)
  
10-5Agreement for the Termination or Construction of Certain Agreements effective September 1, 1980 among the CAPCO Group. (Registration No. 2-68906, Exhibit 10-4)
  
10-6Amendment 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)
  
10-7CAPCO Basic Operating Agreement, as amended September 1, 1980. (Registration No. 2-68906, Exhibit 10-5)

51
Exhibit
Number
  
10-8Amendment 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)
  
10-9Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating Agreement, as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7)
  
10-10Basic Operating Agreement between the CAPCO Companies as amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8)
  
10-11Basic Operating Agreement between the CAPCO Companies as amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11)
  
10-12Memorandum of Agreement effective as of September 1, 1980 among the CAPCO Group. (1982 Form 10-K, Exhibit 19-2)
  
10-13Operating 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)
  
10-14Construction 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))
  
10-15Amendment 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)
35
Exhibit
Number
  
10-16Amendment 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)
  
10-17Amendment 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)
  
10-18Amendment 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)
  
10-19Amendment 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)
  
10-20Bond 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)
10-21Memorandum of Understanding dated March 31, 1985 among the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35)
  
(C)10-22Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form 10-K, Exhibit 10-44)
  
(C)10-23Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K, Exhibit 10-45.)
  
(C)10-24Ohio Edison System Restated and Amended Executive Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46.)
  
(C)10-25Ohio Edison System Restated and Amended Supplemental Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47.)
  

52
Exhibit
Number
(C)10-28Severance pay agreement between Ohio Edison Company and A. J. Alexander. (1995 Form 10-K, Exhibit 10-50.)
  
(D)10-30Participation 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)10-31Amendment 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)10-32Amendment 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)10-33Amendment 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.)
36
Exhibit
Number
  
(D)10-34Amendment 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)10-35Amendment 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)10-36Amendment 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)10-37Facility 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)10-38Amendment 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)10-39Amendment 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)10-40Amendment 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.)

53
Exhibit
Number
  
(D)10-41Amendment 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)10-42Amendment 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)10-43Letter 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)10-44Ground 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)10-45Trust 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)10-46Trust 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.)
37
Exhibit
Number
  
(D)10-47Supplemental 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)10-48Supplemental 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)10-49Tax 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)10-50Amendment 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)10-51Amendment 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)10-52Amendment 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)10-53Partial 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)10-54Assignment, 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.)
  

54
Exhibit
Number
(D)10-55Additional 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)10-56Bill 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)10-57Easement dated as of March 16, 1987 from Ohio Edison Company, Grantor, to The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership, Grantee. (1986 Form 10-K, File Exhibit 28-12.)
  
10-58Participation 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.)
  
10-59Amendment 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.)
38
Exhibit
Number
  
10-60Amendment 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.)
10-61Amendment 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.)
10-62Amendment 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.)
  
10-63Amendment 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.)
  
10-64Facility 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.)
  
10-65Amendment 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.)
  

55
Exhibit
Number
10-66Amendment 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.)
  
10-67Amendment 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.)
  
10-68Amendment 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.)
  
10-69Amendment 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.)
  
10-70Letter 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.)
39
Exhibit
Number
  
10-71Ground 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.)
  
10-72Trust 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.)
10-73Trust 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.)
10-74Supplemental 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.)
  
10-75Supplemental 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.)
  
10-76Tax 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.)
  
10-77Amendment 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.)
  
10-78Amendment 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.)
  
10-79Amendment 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.)

56
Exhibit
Number
  
10-80Assignment, 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.)
  
10-81Additional 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.)
  
10-82Bill 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.)
  
10-83Easement 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.)
40
Exhibit
Number
  
10-84Refinancing 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.)
10-85Refinancing 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.)
10-86Ohio 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.)
  
10-87Nuclear 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.)
  
10-89Guarantee Agreement entered into by Ohio Edison Company dated as of January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)
  
(E)10-90Transfer and Assignment Agreement among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (1990 Form 10-K, Exhibit 10-65.)
10-91Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of January 4, 1991. (1990 Form 10-K, Exhibit 10-66.)
10-92Transfer and Assignment Agreement dated May 20, 1994 among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (1994 Form 10-K, Exhibit 10-110.)
10-93Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of May 20, 1994. (1994 Form 10-K, Exhibit 10-111.)
10-94Transfer and Assignment Agreement dated October 12, 1994 among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (1994 Form 10-K, Exhibit 10-112.)
10-95Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of October 12, 1994. (1994 Form 10-K, Exhibit 10-113.)
(E)10-96Participation 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)10-9710-91      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.)
41
Exhibit
Number
  
(E)10-9810-92      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.)

57
Exhibit
Number
(E)10-9910-93      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 10-K,10K, Exhibit 10-100.10100.)
(E)10-10010-94      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)10-10110-95      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)10-10210-96      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 10-K,10K, Exhibit 28-4.284.)
  
(E)10-10310-97      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 10-103.10103.)
  
(E)10-10410-98      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 10-122.10122.)
  
(E)10-10510-99      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 28-5.285.)
  
(E)10-10610-100    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 10-K,10K, Exhibit 28-6.286.)
  
(E)10-10710-101    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)10-10810-102    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)10-10910-103    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.)
42
Exhibit
Number
  
(E)10-11010-104    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)10-11110-105    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.)

 
58
Exhibit
Number
(E)10-11210-106    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)10-11310-107    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)10-11410-108    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)10-11510-109    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)10-11610-110    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)10-11710-111     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)10-11810-112    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)10-11910-113    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)10-12010-114    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)10-12110-115    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.)
43
Exhibit
Number
  
(F)10-12210-116    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)10-12310-117    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.)


 
59
Exhibit
Number
(F)10-12410-118    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)10-12510-119    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)10-12610-120    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)10-12710-121    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)10-12810-122    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)10-12910-123    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)10-13010-124    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)10-13110-125    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)10-13210-126    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)10-13310-127    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)10-13410-128    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)10-13510-129    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.)
44
Exhibit
Number
  
(F)10-13610-130    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)10-13710-131    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.)

60
Exhibit
Number
  
10-13810-132Operating Agreement dated March 10, 1987 with respect to Perry Unit No. 1 between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24.)
  
10-13910-133Operating 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.)
  
10-14010-134Operating 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.)
  
10-141OE-APS Power Interchange Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company, and Monongahela Power Company and West Penn Power Company and The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27.)
  
10-142OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-28.)
10-143Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company, Pennsylvania Power Company, and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-29.)
10-144APS-PEPCO Power Resale Agreement dated March 18, 1987, by and among Monongahela Power Company, West Penn Power Company, and The Potomac Edison Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-30.)
(A)10-14510-135Electric 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)
  
(A)10-14610-136Revised 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)
10-137OE Nuclear Capital Contribution Agreement by and between Ohio Edison Company and FirstEnergy Nuclear Generation Corp. (June 2005 10-Q, Exhibit 10.1)
10-138OE Fossil Purchase and Sale Agreement by and between Ohio Edison Company (Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005 10-Q, Exhibit 10.2)
10-139Consent Decree dated as of March 18, 2005. (Form 8-K dated March 18, 2005, Exhibit 10.1)
10-140Nuclear 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)
10-141Power 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)10-14712.3Master 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.Consolidated Fixed Charged Ratios.
  
(A)10-148$125,000,000 Three-Year Credit Agreement dated as of October 23, 2003 by and among Ohio Edison Company, Citibank, N.A., as Administrative Agent, and the other lenders named therein.
(A)10-149$250,000,000 Credit Agreement dated as of May 12, 2003 by and among Ohio Edison Company, JPMorgan Chase Bank, as Administrative Agent, and the other lenders named therein.
(A)12.2Consolidated fixed charge ratios.
(A)13.113.2OE 20042007 Annual Report to Stockholders (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed “filed”filed with the SEC.)
  
(A)21.1List of Subsidiaries of the Registrant at December 31, 2004.
45
Exhibit
Number
(A)23.123.2Consent of Independent Registered Public Accounting Firm.
  
(A)31.1Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)31.2Certification 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.

61
Exhibit
Number
  
(E)Substantially similar documents have been entered into relating to five additional Owner Participants.
  
(F)Substantially similar documents have been entered into relating to two additional Owner Participants.
Note: Reports of OE on Forms 10-Q and 10-K are on file with the SEC under number 1-2578.
Pursuant to Rule 14a - 3 (10) of the Securities Exchange Act of 1934, the Company will furnish any exhibit in this Report upon the payment of the Company’s expenses in furnishing such exhibit.

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

3-1Amended and Restated Articles of Incorporation, as amended March 15, 2002. (2001 Form 10-K, Exhibit 3-1)
3-2Amended and Restated By-Laws of Penn, as amended March 15, 2002. (2001 Form 10-K, Exhibit 3-2)
4-1Indenture dated as of November 1, 1945, between Penn and The First National Bank of the City of New York (now Citibank, N.A.), as Trustee, as supplemented and amended by Supplemental Indentures dated as of May 1, 1948, March 1, 1950, February 1, 1952, October 1, 1957, September 1, 1962, June 1, 1963, June 1, 1969, May 1, 1970, April 1, 1971, October 1, 1971, May 1, 1972, December 1, 1974, October 1, 1975, September 1, 1976, April 15, 1978, June 28, 1979, January 1, 1980, June 1, 1981, January 14, 1982, August 1, 1982, December 15, 1982, December 1, 1983, September 6, 1984, December 1, 1984, May 30, 1985, October 29, 1985, August 1, 1987, May 1, 1988, November 1, 1989, December 1, 1990, September 1, 1991, May 1, 1992, July 15, 1992, August 1, 1992, and May 1, 1993, July 1, 1993, August 31, 1993, September 1, 1993, September 15, 1993, October 1, 1993, November 1, 1993, and August 1, 1994. (Physically filed and designated as Exhibits 2(b)(1)-1 through 2(b)(1)-15 in Registration Statement File No. 2-60837; as Exhibits 2(b)(2), 2(b)(3), and 2(b)(4) in Registration Statement File No. 2-68906; as Exhibit 4-2 in Form 10-K for 1981 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1982 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1983 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1984 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1985 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1987 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1988 File No. 1-3491; as Exhibit 19 in Form 10-K for 1989 File No. 1-3491; as Exhibit 19 in Form 10-K for 1990 File No. 1-3491; as Exhibit 19 in Form 10-K for 1991 File No. 1-3491; as Exhibit 19-1 in Form 10-K for 1992 File No. 1-3491; as Exhibit 4-2 in Form 10-K for 1993 File No. 1-3491; and as Exhibit 4-2 in Form 10-K for 1994 File No. 1-3491.)
4-2Supplemental Indenture dated as of September 1, 1995, between Penn and Citibank, N.A., as Trustee. (1995 Form 10-K, Exhibit 4-2.)
4-3Supplemental Indenture dated as of June 1, 1997, between Penn and Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit 4-3.)
46
Exhibit
Number
4-4Supplemental Indenture dated as of June 1, 1998, between Penn and Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit 4-4.)
4-5Supplemental Indenture dated as of September 29, 1999, between Penn and Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)
4-6Supplemental Indenture dated as of November 15, 1999, between Penn and Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)
4-7Supplemental Indenture dated as of June 1, 2001. (2001 Form 10-K, Exhibit 4-7)
(A)4-8Supplemental Indenture dated as of December 1, 2004.
10-1Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration Statement of Ohio Edison Company, File No. 2-43102, Exhibit 5(c)(2).)
10-2Amendment No. 1 dated January 4, 1974 to Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration Statement No. 2-68906, Exhibit 5 (c)(3).)
10-3Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (Registration Statement of Ohio Edison Company, File No. 2-43102, Exhibit 5 (c)(3).)
10-4Amendment No. 1 dated as of January 1, 1993 to Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (1993 Form 10-K, Exhibit 10-4, Ohio Edison Company.)
10-5Agreement for the Termination or Construction of Certain Agreements effective September 1, 1980 among the CAPCO Group. (Registration Statement No. 2-68906, Exhibit 10-4.)
10-6Amendment dated as of December 23, 1993 to Agreement for the Termination or Construction of Certain Agreements effective September 1, 1980 among the CAPCO Group. (1993 Form 10-K, Exhibit 10-6, Ohio Edison Company.)
10-7CAPCO Basic Operating Agreement, as amended September 1, 1980. (Registration Statement No. 2-68906, as Exhibit 10-5.)
10-8Amendment No. 1 dated August 1, 1981 and Amendment No. 2 dated September 1, 1982, to CAPCO Basic Operating Agreement as amended September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)
10-9Amendment No. 3 dated as of July 1, 1984, to CAPCO Basic Operating Agreement as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7, File No. 1-2578, of Ohio Edison Company.)
10-10Basic Operating Agreement between the CAPCO Companies as amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8, File No. 1-2578, of Ohio Edison Company.)
10-11Basic Operating Agreement between the CAPCO Companies as amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11, Ohio Edison.)
10-12Memorandum of Agreement effective as of September 1, 1980, among the CAPCO Group. (1991 Form 10-K, Exhibit 19-2, Ohio Edison Company.)
10-13Operating Agreement for Beaver Valley Power Station Units Nos. 1 and 2 as Amended and Restated September 15, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15, File No. 1-2578, of Ohio Edison Company.)
10-14Construction Agreement with respect to Perry Plant between the CAPCO Group dated as of July 22, 1974. (Registration Statement of Toledo Edison Company, File No. 2-52251, as Exhibit 5 (yy).)
10-15Memorandum of Understanding dated as of March 31, 1985, among the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35, File No. 1-2578, Ohio Edison Company.)

47
Exhibit
Number


(B)10-16Ohio Edison System Executive Supplemental Life Insurance Plan. (1995 Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison Company.)
(B)10-17Ohio Edison System Executive Incentive Compensation Plan. (1995 Form 10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison Company.)
(B)10-18Ohio Edison System Restated and Amended Executive Deferred Compensation Plan. (1995 Form 10-K, Exhibit 10-46, File No. 1-2578, Ohio Edison Company.)
(B)10-19Ohio Edison System Restated and Amended Supplemental Executive Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File No. 1-2578, Ohio Edison Company.)
10-20Operating Agreement for Perry Unit No. 1 dated March 10, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24, File No. 1-2578, Ohio Edison Company.)
10-21Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as of June 1, 1976, and executed on September 15, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio Edison Company.)
10-22Operating Agreement for W. H. Sammis Unit No. 7 dated as of September 1, 1971, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-26, File No. 1-2578, Ohio Edison Company.)
10-23OE-APS Power Interchange Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company, and Monongahela Power Company and West Penn Power Company and The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27, File No. 1-2578, of Ohio Edison Company.)
10-24OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-28, File No. 1-2578, of Ohio Edison Company.)
10-25Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company, Pennsylvania Power Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-29, File No. 1-2578, of Ohio Edison Company.)
10-26APS-PEPCO Power Resale Agreement dated March 18, 1987, by and among Monongahela Power Company, West Penn Power Company, and The Potomac Edison Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-30, File No. 1-2578, of Ohio Edison Company.)
10-27Pennsylvania Power Company Master Decommissioning Trust Agreement for Beaver Valley Power Station and Perry Nuclear Power Plant dated as of April 21, 1995. (Quarter ended June 30, 1995 Form 10-Q, Exhibit 10, File No. 1-3491.)
10-28Nuclear Fuel Lease dated as of March 31, 1989, between OES Fuel, Incorporated, as Lessor, and Pennsylvania Power Company, as Lessee. (1989 Form 10-K, Exhibit 10-39, File No. 1-3491.)
10-29Electric 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)
10-30Revised 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)


48
Exhibit
Number


10-31Master 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)
(A)12.5Fixed Charge Ratios
(A)13.4Penn 2004 Annual Report to Stockholders. (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed “filed” with the Securities and Exchange Commission.)
(A)21.4List of Subsidiaries of the Registrant at December 31, 2004.
(A)23.2Consent of Independent Registered Public Accounting Firm.
(A)Provided herein in electronic format as an exhibit.
(B)Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, Penn has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the total amount of securities authorized thereunder does not exceed 10% of the total assets of Penn, but hereby agrees to furnish to the Commission on request any such instruments.
(C)Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.
Pursuant to Rule 14a-3(10) of the Securities Exchange Act of 1934, the Company will furnish any exhibit in this Report upon the payment of the Company’s expenses in furnishing such exhibit.

3.  Exhibits - Common Exhibits to CEI and TE

Exhibit
Number

2(a)Agreement and Plan of Merger between Ohio Edison and Centerior Energy dated as of September 13, 1996 (Exhibit (2)-1, Form S-4 File No. 333-21011, filed by FirstEnergy).
  
2(b)Merger Agreement by and among Centerior Acquisition Corp., FirstEnergy and Centerior (Exhibit (2)-3, Form S-4 File No. 333-21011, filed by FirstEnergy).
  
4(a)Rights Agreement (Exhibit 4, June 25, 1996 Form 8-K, File Nos. 1-9130, 1-2323 and 1-3583).
  
4(b)(1)Form of Note Indenture between Cleveland Electric, Toledo Edison and The Chase Manhattan Bank, as Trustee dated as of June 13, 1997 (Exhibit 4(c), Form S-4 File No. 333-35931, filed by Cleveland Electric and Toledo Edison).
  
4(b)(2)Form of First Supplemental Note Indenture between Cleveland Electric, Toledo Edison and The Chase Manhattan Bank, as Trustee dated as of June 13, 1997 (Exhibit 4(d), Form S-4 File No. 333-35931, filed by Cleveland Electric and Toledo Edison).
  
10b(1)(a)CAPCO Administration Agreement dated November 1, 1971, as of September 14, 1967, among the CAPCO Group members regarding the organization and procedures for implementing the objectives of the CAPCO Group (Exhibit 5(p), Amendment No. 1, File No. 2-42230, filed by Cleveland Electric).
  
10b(1)(b)Amendment No. 1, dated January 4, 1974, to CAPCO Administration Agreement among the CAPCO Group members (Exhibit 5(c)(3), File No. 2-68906, filed by Ohio Edison).
  
10b(2)CAPCO Transmission Facilities Agreement dated November 1, 1971, as of September 14, 1967, among the CAPCO Group members regarding the installation, operation and maintenance of transmission facilities to carry out the objectives of the CAPCO Group (Exhibit 5(q), Amendment No. 1, File No. 2-42230, filed by Cleveland Electric).

49
Exhibit
Number


10b(2)(1)Amendment No. 1 to CAPCO Transmission Facilities Agreement, dated December 23, 1993 and effective as of January 1, 1993, among the CAPCO Group members regarding requirements for payment of invoices at specified times, for payment of interest on non-timely paid invoices, for restricting adjustment of invoices after a four-year period, and for revising the method for computing the Investment Responsibility charge for use of a member’smembers 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’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).
  

62
Exhibit
Number
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).

50
Exhibit
Number


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).
  

63
Exhibit
Number
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).

51
Exhibit
Number


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).
  

64
Exhibit
Number
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).

52
Exhibit
Number3.    
Exhibits CEI
 
3.  
Exhibits - Cleveland Electric Illuminating (CEI)

3aAmended Articles of Incorporation of CEI, as amended, effective May 28, 1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).
  
3bRegulations 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).
  
3cAmended 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:
  

65
Exhibit
Number
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).




53
Exhibit
Number


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).

66
Exhibit
Number
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)
4dForm 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).
  
4-1Indenture 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).
10-1Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2).)
  
10-2Amendment 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).)

54
Exhibit
Number


10-3Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)
  
10-4Amendment 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.)
  
10-5Agreement 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).
  

67
Exhibit
Number
10-6Electric 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)
  
10-7Revised 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)
  
10-8Master 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)
10-10CEI 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)
10-11Nuclear 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)
10-12Power 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)
10-13Mansfield 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)12.312.4Consolidated fixed charge ratios.
  
(A)13.2CEI 20042007 Annual Report to Stockholders. (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed “filed”filed with the SEC.)
  
(A)21.231.1ListCertification of Subsidiarieschief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)31.2Certification of the Registrant at December 31, 2004.chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)32Certification 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.

 
3.     Exhibits TE
3.  Exhibits - Toledo Edison (TE)

Exhibit
Number
3aAmended Articles of Incorporation of TE, as amended effective October 2, 1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583).
  
3bAmended 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

68
Exhibit
Number
(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).

55
Exhibit
Number


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).
  
10-14-1      Electric Power SupplyOfficers Certificate (including the form of 6.15% Senior Notes due 2037), dated November 16, 2006. (Form 8-K dated November 16, 2006, Exhibit 4)

69
Exhibit
Number
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 Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, theThe Toledo Edison Company (Seller) and First Energy SolutionsFirstEnergy Nuclear Generation Corp. (f.k.a. FirstEnergy Services Corp.), dated January 1, 2001.(Filed as Ohio Edison(Purchaser). (June 2005 10-Q, Exhibit 10-145 in 2004 Form 10-K)10.1)
  
10-2Revised Electric Power SupplyTE Fossil Purchase and Sale Agreement by and between FirstEnergy Solutions Corp., the Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, and theThe Toledo Edison Company dated October 1, 2003. (Filed as Ohio Edison(Seller) and FirstEnergy Generation Corp. (Purchaser). (June 2005 10-Q, Exhibit 10-146 in 2004 Form 10-K)10.2)
  
10-3Master Facility Lease,Nuclear Sale/Leaseback Power Supply Agreement dated as of October 14, 2005 between Ohio Edison Company Pennsylvania and The Toledo Edison Company (Sellers) and FirstEnergy Nuclear Generation Corp. (Buyer) (2005 Form 10-K, Exhibit 10-6)
10-4    Power Company,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 theand The Toledo Edison Company (Sellers) and FirstEnergy Generation Corp., dated January 1, 2001. (Filed as Ohio Edison (Buyer) (2005 Form 10-K, Exhibit 10-147 in 2004 Form 10-K)10-7)
  
(A)12.412.5    Consolidated fixed charge ratios.
  
(A)13.313.2    TE 20042007 Annual Report to Stockholders. (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed “filed”filed with the SEC.)



56
Exhibit
Number


(A)21.3List of Subsidiaries of the Registrant at December 31, 2004.
  
(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.  Exhibits - Exhibits for Jersey Central Power & Light Company (JCP&L)
3.      Exhibits JCP&L

3-ARestated 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-1Certificate 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-2Certificate 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-BBy-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

70
Exhibit
Number
4-AIndenture of JCP&L, dated March 1, 1946, between JCP&L and United States Trust Company of New York, Successor Trustee, as amended and supplemented by eight supplemental indentures dated December 1, 1948 through June 1, 1960 - Incorporated by reference to JCP&L’s&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-1Ninth Supplemental Indenture of JCP&L, dated November 1, 1962 - Incorporated by reference to Exhibit 2-C, Registration No. 2-20732.
  
4-A-2Tenth Supplemental Indenture of JCP&L, dated October 1, 1963 - Incorporated by reference to Exhibit 2-C, Registration No. 2-21645.
  
4-A-3Eleventh Supplemental Indenture of JCP&L, dated October 1, 1964 - Incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785.
  
4-A-4Twelfth Supplemental Indenture of JCP&L, dated November 1, 1965 - Incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785.
  
4-A-5Thirteenth Supplemental Indenture of JCP&L, dated August 1, 1966 - Incorporated by reference to Exhibit 4-C, Registration No. 2-25124.
  
4-A-6Fourteenth Supplemental Indenture of JCP&L, dated September 1, 1967 - Incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.
  
4-A-7Fifteenth Supplemental Indenture of JCP&L, dated October 1, 1968 - Incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785.
  
4-A-8Sixteenth Supplemental Indenture of JCP&L, dated October 1, 1969 - Incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785.
  
4-A-9Seventeenth Supplemental Indenture of JCP&L, dated June 1, 1970 - Incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785.
  
4-A-10Eighteenth Supplemental Indenture of JCP&L, dated December 1, 1970 - Incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.

57
Exhibit
Number


4-A-11Nineteenth Supplemental Indenture of JCP&L, dated February 1, 1971 - Incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.
  
4-A-12Twentieth Supplemental Indenture of JCP&L, dated November 1, 1971 - Incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875.
  
4-A-13Twenty-first Supplemental Indenture of JCP&L, dated August 1, 1972 - Incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.
  
4-A-14Twenty-second Supplemental Indenture of JCP&L, dated August 1, 1973 - Incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.
  
4-A-15Twenty-third Supplemental Indenture of JCP&L, dated October 1, 1973 - Incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785.
  
4-A-16Twenty-fourth Supplemental Indenture of JCP&L, dated December 1, 1973 - Incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.
  
4-A-17Twenty-fifth Supplemental Indenture of JCP&L, dated November 1, 1974 - Incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.
  
4-A-18Twenty-sixth Supplemental Indenture of JCP&L, dated March 1, 1975 - Incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785.
  
4-A-19Twenty-seventh Supplemental Indenture of JCP&L, dated July 1, 1975 - Incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.
  

71
Exhibit
Number
4-A-20Twenty-eighth Supplemental Indenture of JCP&L, dated October 1, 1975 - Incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.
  
4-A-21Twenty-ninth Supplemental Indenture of JCP&L, dated February 1, 1976 - Incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.
  
4-A-22Supplemental Indenture No. 29A of JCP&L, dated May 31, 1976 - Incorporated by reference to Exhibit 5-A-22, Registration No. 2-59785.
  
4-A-23Thirtieth Supplemental Indenture of JCP&L, dated June 1, 1976 - Incorporated by reference to Exhibit 5-A-23, Registration No. 2-59785.
  
4-A-24Thirty-first Supplemental Indenture of JCP&L, dated May 1, 1977 - Incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785.
  
4-A-25Thirty-second Supplemental Indenture of JCP&L, dated January 20, 1978 - Incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.
  
4-A-26Thirty-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-27Thirty-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-28Thirty-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-29Thirty-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-30Thirty-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-31Thirty-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.

58
Exhibit
Number


4-A-32Fortieth 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-33Forty-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-34Forty-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-35Forty-third Supplemental Indenture of JCP&L, dated March 1, 1991 - Incorporated by reference to Exhibit 4-A-35, Registration No. 33-45314.
  
4-A-36Forty-fourth Supplemental Indenture of JCP&L, dated March 1, 1992 - Incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405.
  
4-A-37Forty-fifth Supplemental Indenture of JCP&L, dated October 1, 1992 - Incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.
  
4-A-38Forty-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-39Forty-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-40Forty-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.
  

72
Exhibit
Number
4-A-41Forty-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-42Fiftieth 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-43Fifty-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-44Fifty-second Supplemental Indenture of JCP&L, dated July 1, 1999 - Incorporated by reference to Exhibit 4-B-44, Registration No. 333-88783.
  
4-A-45Fifty-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-46Subordinated 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-47Fifty-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.
  
(A)4-A-48Fifty-fifth Supplemental Indenture of JCP&L, dated April 23, 2004. (2004 Form 10-K, Exhibit 4-A-48).
  
4-DAmended 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-EAction 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-FPayment 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)12.6Consolidated fixed charge ratios - JCP&L.ratios.

5973
Exhibit
Number

Exhibit

Number
(A) 13.513.2       JCP&L 20042007 Annual Report to Stockholders (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed "filed"filed with SEC.)
  
(A)21.5List of Subsidiaries of JCP&L at December 31, 2004.
(A)31.331.1       Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
  
(A)32.231.2        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. Section 1350.
  
(A)Provided herein electronic format as an exhibit.

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

3-CRestated 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-DBy-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-EAmended and Restated Articles of Incorporation of Metropolitan Edison Company, Effective December 19, 2007
(A)3-FAmended and Restated Bylaws of Metropolitan Edison Company, dated December 14, 2007
4-BIndenture of Met-Ed, dated November 1, 1944, between Met-Ed and United States Trust Company of New York, Successor Trustee, as amended and supplemented by fourteen supplemental indentures dated February 1, 1947 through May 1, 1960 - Incorporated by reference to Met-Ed’sMet-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-1Supplemental Indenture of Met-Ed, dated December 1, 1962 - Incorporated by reference to Exhibit 2-E(1), Registration No. 2-59678.
  
4-B-2Supplemental Indenture of Met-Ed, dated March 20, 1964 - Incorporated by reference to Exhibit 2-E(2), Registration No. 2-59678.
  
4-B-3Supplemental Indenture of Met-Ed, dated July 1, 1965 - Incorporated by reference to Exhibit 2-E(3), Registration No. 2-59678.
  
4-B-4Supplemental Indenture of Met-Ed, dated June 1, 1966 - Incorporated by reference to Exhibit 2-B-4, Registration No. 2-24883.
  
4-B-5Supplemental Indenture of Met-Ed, dated March 22, 1968 - Incorporated by reference to Exhibit 4-C-5, Registration No. 2-29644.
  
4-B-6Supplemental Indenture of Met-Ed, dated September 1, 1968 - Incorporated by reference to Exhibit 2-E(6), Registration No. 2-59678.
  
4-B-7Supplemental Indenture of Met-Ed, dated August 1, 1969 - Incorporated by reference to Exhibit 2-E(7), Registration No. 2-59678.
  
4-B-8Supplemental Indenture of Met-Ed, dated November 1, 1971 - Incorporated by reference to Exhibit 2-E(8), Registration No. 2-59678.
  
4-B-9Supplemental Indenture of Met-Ed, dated May 1, 1972 - Incorporated by reference to Exhibit 2-E(9), Registration No. 2-59678.
  
4-B-10Supplemental Indenture of Met-Ed, dated December 1, 1973 - Incorporated by reference to Exhibit 2-E(10), Registration No. 2-59678.
  
4-B-11Supplemental Indenture of Met-Ed, dated October 30, 1974 - Incorporated by reference to Exhibit 2-E(11), Registration No. 2-59678.
  

74
Exhibit
Number
4-B-12Supplemental Indenture of Met-Ed, dated October 31, 1974 - Incorporated by reference to Exhibit 2-E(12), Registration No. 2-59678.

60
Exhibit
Number


4-B-13Supplemental Indenture of Met-Ed, dated March 20, 1975 - Incorporated by reference to Exhibit 2-E(13), Registration No. 2-59678.
4-B-14Supplemental Indenture of Met-Ed, dated September 25, 1975 - Incorporated by reference to Exhibit 2-E(15), Registration No. 2-59678.
  
4-B-15Supplemental Indenture of Met-Ed, dated January 12, 1976 - Incorporated by reference to Exhibit 2-E(16), Registration No. 2-59678.
  
4-B-16Supplemental Indenture of Met-Ed, dated March 1, 1976 - Incorporated by reference to Exhibit 2-E(17), Registration No. 2-59678.
  
4-B-17Supplemental Indenture of Met-Ed, dated September 28, 1977 - Incorporated by reference to Exhibit 2-E(18), Registration No. 2-62212.
  
4-B-18Supplemental Indenture of Met-Ed, dated January 1, 1978 - Incorporated by reference to Exhibit 2-E(19), Registration No. 2-62212.
  
4-B-19Supplemental Indenture of Met-Ed, dated September 1, 1978 - Incorporated by reference to Exhibit 4-A(19), Registration No. 33-48937.
  
4-B-20Supplemental Indenture of Met-Ed, dated June 1, 1979 - Incorporated by reference to Exhibit 4-A(20), Registration No. 33-48937.
  
4-B-21Supplemental Indenture of Met-Ed, dated January 1, 1980 - Incorporated by reference to Exhibit 4-A(21), Registration No. 33-48937.
  
4-B-22Supplemental Indenture of Met-Ed, dated September 1, 1981 - Incorporated by reference to Exhibit 4-A(22), Registration No. 33-48937.
  
4-B-23Supplemental Indenture of Met-Ed, dated September 10, 1981 - Incorporated by reference to Exhibit 4-A(23), Registration No. 33-48937.
  
4-B-24Supplemental Indenture of Met-Ed, dated December 1, 1982 - Incorporated by reference to Exhibit 4-A(24), Registration No. 33-48937.
  
4-B-25Supplemental Indenture of Met-Ed, dated September 1, 1983 - Incorporated by reference to Exhibit 4-A(25), Registration No. 33-48937.
  
4-B-26Supplemental Indenture of Met-Ed, dated September 1, 1984 - Incorporated by reference to Exhibit 4-A(26), Registration No. 33-48937.
  
4-B-27Supplemental Indenture of Met-Ed, dated March 1, 1985 - Incorporated by reference to Exhibit 4-A(27), Registration No. 33-48937.
  
4-B-28Supplemental Indenture of Met-Ed, dated September 1, 1985 - Incorporated by reference to Exhibit 4-A(28), Registration No. 33-48937.
  
4-B-29Supplemental Indenture of Met-Ed, dated June 1, 1988 - Incorporated by reference to Exhibit 4-A(29), Registration No. 33-48937.
  
4-B-30Supplemental Indenture of Met-Ed, dated April 1, 1990 - Incorporated by reference to Exhibit 4-A(30), Registration No. 33-48937.
  
4-B-31Amendment 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-32Supplemental Indenture of Met-Ed, dated September 1, 1992 - Incorporated by reference to Exhibit 4-A(32)(a), Registration No. 33-48937.
  

75
Exhibit
Number
4-B-33Supplemental 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.

61
Exhibit
Number


4-B-34Supplemental 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-35Supplemental 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-36Supplemental 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-37Supplemental 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-38Indenture 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-39Senior 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.’sInc.s Annual Report on Form U5S for the year 1999, SEC File No. 30-126.
  
4-B-40First 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-41Supplemental Indenture of Met-Ed, dated May 1, 2001.2001 Incorporated by reference to Exhibit 4-5, 2001 Annual Report on Form 10-K, SEC File No. 1-446.
  
4-B-42Supplemental Indenture of Met-Ed, dated March 1,2003.1,2003 Incorporated by reference to Exhibit 4-10, 2003 Annual Report on Form 10-K, SEC File No. 1-446.
  
4-GPayment 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-HAmendment 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)12.7Consolidated fixed charge ratios - Met-Ed.ratios.
  
(A) 13.613.2Met-Ed 20042007 Annual Report to Stockholders (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed "filed"filed with SEC.)
  
(A) 21.631.1ListCertification of Subsidiarieschief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)31.2Certification of Met-Ed at December 31, 2004.chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)32Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. 1350.
  
(A)Provided herein electronic format as an exhibit.
  

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

3-ERestated 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-FBy-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.
  

76
Exhibit
Number
(A)3-GAmended and Restated Articles of Incorporation of Pennsylvania Electric Company, Effective December 19, 2007
(A)3-HAmended and Restated Bylaws of Pennsylvania Electric Company, dated December 14, 2007
4-CMortgage and Deed of Trust of Penelec, dated January 1, 1942, between Penelec and United States Trust Company of New York, Successor Trustee, and indentures supplemental thereto dated March 7, 1942 through May 1, 1960 - Incorporated by reference to Penelec’sPenelecs 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-1Supplemental 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.

62
Exhibit
Number


4-C-2Supplemental Indenture of Penelec, dated June 1, 1978 - Incorporated by reference to Exhibit 4-A(2), Registration No. 33-49669.
  
4-C-3Supplemental Indenture of Penelec, dated June 1, 1979 - Incorporated by reference to Exhibit 4-A(3), Registration No. 33-49669.
  
4-C-4Supplemental Indenture of Penelec, dated September 1, 1984 - Incorporated by reference to Exhibit 4-A(4), Registration No. 33-49669.
  
4-C-5Supplemental Indenture of Penelec, dated December 1, 1985 - Incorporated by reference to Exhibit 4-A(5), Registration No. 33-49669.
  
4-C-6Supplemental Indenture of Penelec, dated December 1, 1986 - Incorporated by reference to Exhibit 4-A(6), Registration No. 33-49669.
  
4-C-7Supplemental Indenture of Penelec, dated May 1, 1989 - Incorporated by reference to Exhibit 4-A(7), Registration No. 33-49669.
  
4-C-8Supplemental Indenture of Penelec, dated December 1, 1990-Incorporated by reference to Exhibit 4-A(8), Registration No. 33-45312.
  
4-C-9Supplemental Indenture of Penelec, dated March 1, 1992 - Incorporated by reference to Exhibit 4-A(9), Registration No. 33-45312.
  
4-C-10Supplemental 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-11Supplemental 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-12Supplemental 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-13Senior 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-14Indenture between Penelec and United States Trust Company of New York, dated June 1, 1999 - Incorporated by reference to Exhibit A-11(a), Certificate Pursuant to Rule 24, SEC File No. 70-9327.
4-C-15First Supplemental Indenture between Penelec and United States Trust Company of New York, dated August 1, 2000 - Incorporated by reference to Exhibit 4-B, June 30, 2000 Quarterly Report on Form 10-Q, SEC File No. 1-3522.
4-C-16Supplemental Indenture of Penelec, dated May 1, 2001.
  
4-C-174-C-15Supplemental Indenture No. 1 of Penelec, dated May 1, 2001.
  
4-IPayment 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-JAmendment 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.
  

77
Exhibit
Number
(A) 12.84-KConsolidated fixed charge ratios - Penelec.Form of Pennsylvania Electric Company 6.05% Senior Notes due 2017 (incorporated by reference to a Form 8-K dated August 31, 2007)
10.1Term 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) 13.712.8Consolidated fixed charge ratios.
  (A)13.2Penelec 20042007 Annual Report to Stockholders (Only those portions expressly incorporated by reference in this Form 10-K are to be deemed "filed"filed with SEC.)
  
(A) 21.7List of Subsidiaries of Penelec at December 31, 2004.

63
Exhibit
Number


(A) 23.3Consent of Independent Registered Public Accounting Firm - Penelec.Firm.
(A)31.1Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)31.2Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
(A)32Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. 1350.
  
(A)Provided here in electronic format as an exhibit.

3.  3.      Exhibits - Common Exhibits - Combined Exhibit for Met-Ed and Penelec

(A)10-1First Amendment to Restated Partial Requirements Agreement, between Met-Ed, Penelec, and FES, dated January 1, 2003. (2004 Form 10-K, Exhibit 10-1).
10-2Notice of Termination Tolling Agreement, Restated Partial Requirements Agreement (September 2005 10-Q, Exhibit 10-1).
10-3Notice 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)
10-4Second 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 an exhibit.

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

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)10-2Consent and Amendment to $2,750,000,000 Credit Agreement dated November 2, 2007
(A)Provided here in electronic format as an exhibit


6478



Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules




To the Stockholders and Board of Directors of
FirstEnergy Corp.:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our reportdated March 7, 2005report dated February 28, 2008 appearing in the 20042007 Annual Report to Stockholders of FirstEnergy Corp. (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.


PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

PricewaterhouseCoopers LLP
79

Cleveland, OhioReport of Independent Registered Public Accounting Firm
March 7, 2005on
Financial Statement Schedules




To the Stockholder and Board of Directors of
FirstEnergy Solutions Corp.:

Our audits of the consolidated financial statements, referred to in our report dated February 28, 2008 appearing in the 2007 Annual Report to Stockholders of FirstEnergy Solutions Corp. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

6580



Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules




To the Stockholder and Board of Directors of
Ohio Edison Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our reportdated March 7, 2005report dated February 28, 2008 appearing in the 20042007 Annual Report to Stockholders of Ohio Edison Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
March 7, 2005


PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

6681





Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules





To the Stockholder and Board of Directors of
The Cleveland Electric Illuminating Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005dated February 28, 2008 appearing in the2004Annualthe 2007 Annual Report to Stockholders of TheClevelandThe Cleveland Electric Illuminating Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidatedrelated consolidated financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

82

Report of Independent Registered Public Accounting Firm
on
Financial Statement Schedules




PricewaterhouseCoopers LLP

Cleveland, Ohio
March 7, 2005





67




Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules



To the Stockholder and Board of Directors of
The Toledo Edison Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005dated February 28, 2008 appearing in the2004Annualthe 2007 Annual Report to Stockholders of TheToledoThe Toledo Edison Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidatedrelated consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
March 7, 2005


PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

6883




Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules




To the Stockholder and Board of DirectorsofDirectors of
PennsylvaniaJersey Central Power & Light Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005dated February 28, 2008 appearing in the2004Annualthe 2007 Annual Report to Stockholders ofPennsylvaniaof Jersey Central Power & Light Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidatedrelated consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
March 7, 2005

PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

6984




Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules




To the Stockholder and Board of Directors of
Jersey Central Power
& LightMetropolitan Edison Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005dated February 28, 2008 appearing in the2004Annualthe 2007 Annual Report to Stockholders ofJersey Central Power & Lightof Metropolitan Edison Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidatedrelated consolidated financial statements.



PricewaterhouseCoopers LLP

Cleveland, Ohio
March 7, 2005


PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

7085




Report of IndependentRegistered Public Accounting Firm
on
Financial Statement Schedules




To the Stockholder and Board of Directors of
Metropolitan EdisonPennsylvania Electric Company:

Our audits of theconsolidatedthe consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005dated February 28, 2008 appearing in the2004Annualthe 2007 Annual Report to Stockholders ofMetropolitan Edisonof Pennsylvania Electric Company (which report and consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidatedrelated consolidated financial statements.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2008

86

SCHEDULE II



PricewaterhouseCoopers LLP
FIRSTENERGY 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 $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. 

Cleveland, Ohio
March 7, 2005
87

SCHEDULE II




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.
              

7188

SCHEDULE II



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.              

Report of IndependentRegistered Public Accounting Firm
on
89
Financial Statement Schedules

SCHEDULE II



To the Board of Directorsof
Pennsylvania Electric Company:
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.              

Our audits of theconsolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report datedMarch 7, 2005appearing in the2004Annual Report to Stockholders ofPennsylvania Electric Company (which report,consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the relatedconsolidated financial statements.
90

SCHEDULE II



PricewaterhouseCoopers LLP
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.              

Cleveland, Ohio
March 7, 2005
91

SCHEDULE II





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.              


7292


SCHEDULE II

FIRSTENERGY CORP.

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts  - customers
 $50,247 $38,492 $22,102(a)$76,365(b)$34,476 
       - other
 $18,283 $1,038 $15,836(a)$9,087(b) $26,070 
                   
Loss carryforward                  
tax valuation reserve $470,813 $(34,803)$(16,032) $--  $419,978 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $52,514 $63,535 $15,966(a)$81,768(b)$50,247 
       - other
 $12,851 $6,516 $10,002(a)$11,086(b)$18,283 
                   
                   
Loss carryforward                  
tax valuation reserve $482,061 $29,575 $50,503  $91,326(c)$470,813 
                   
                   
Year Ended December 31, 2002:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $65,358 $43,601 $5,637(a)$62,082(b)$52,514 
       - other
 $7,947 $4,316 $4,089  $3,501  $12,851 
                   
Loss carryforward                  
  tax valuation reserve $459,170 $17,500 $5,391  $--  $482,061 


(a)Represents recoveries and reinstatements of accounts previously written off.
(b)Represents the write-off of accounts considered to be uncollectible.
(c)Includes a reclassification of a valuation allowance to a contingent liability.


73

SCHEDULE II

OHIO EDISON COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts  - customers
 $8,747 $17,477 $7,275(a)$27,197(b)$6,302 
    - other
 $2,282 $376 $215(a)$2,809(b)$64 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts - customers $5,240 $18,157 $4,384(a)$19,034(b)$8,747 
    - other
 $1,000 $1,282 $--  $--  $2,282 
                   
                   
Year Ended December 31, 2002:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $4,522 $12,792 $2,777(a)$14,851(b)$5,240 
    - other
 $1,000 $-- $--  $--  $1,000 

(a)Represents recoveries and reinstatements of accounts previously written off.
(b) Represents the write-off of accounts considered to be uncollectible.

74

SCHEDULE II



THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
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.              

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
93



    
Additions
     
      
Charged
     
  
Beginning
 
Charged
 
to Other
 
Ending
   
Description
 
Balance
 
to Income
 
Accounts
 
Deductions
 
Balance
 
  
(In thousands)
 
            
Year Ended December 31, 2004:
           
            
Accumulated provision for           
uncollectible accounts $1,765 $(1,181)$12 $303 $293 
                 
Year Ended December 31, 2003:
                
                 
Accumulated provision for                
uncollectible accounts $1,015 $765 $-- $15 $1,765 
                 
Year Ended December 31, 2002:
                
                 
Accumulated provision for                
uncollectible accounts $1,015 $-- $-- $-- $1,015 

SCHEDULE II






75

SCHEDULE II
THE TOLEDO EDISON COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
              
Year Ended December 31, 2004:
             
              
Accumulated provision for             
  uncollectible accounts $34 $(33)$2 (a)$1 (b)$2 
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
  uncollectible accounts $2 $1,160 $712 (a)$1,840 (b) $34 
                   
Year Ended December 31, 2002:
                  
                   
Accumulated provision for                  
  uncollectible accounts $2 $-- $--  $--  $2 

________________________

(a)Represents recoveries and reinstatements of accounts previously written off.
(b)Represents the write-off of accounts considered to be uncollectible.

76

SCHEDULE II
PENNSYLVANIA POWER COMPANY

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts - customers $769 $2,467 $1,002  (a)$3,350  (b)$888 
         - other $102 $(93)$13  (a)$16  (b)$6 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts - customers $702 $1,931 $644  (a)$2,528  (b)$769 
      - other $-- $102 $--  $--  $102 
                   
                   
Year Ended December 31, 2002:
                  
Accumulated provision for                  
uncollectible accounts - customers $619 $1,808 $333  (a)$2,058  (b)$702 


(a)Represents recoveries and reinstatements of accounts previously written off.
(b)Represents the write-off of accounts considered to be uncollectible.


77

SCHEDULE II
JERSEY CENTRAL POWER & LIGHT COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts - customers $4,296 $6,515 $3,664 (a)$10,594 (b)$3,881 
      - other $1,183 $(111)$(354) $556  $162 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts - customers $4,509 $7,867 $2,991 (a)$11,071 (b)$4,296 
      - other $-- $1,183 $--  $--  $1,183 
                   
                   
Year Ended December 31, 2002:
                  
Accumulated provision for                  
uncollectible accounts - customers $12,923 $9,057 $1,305 (a)$18,776 (b)$4,509 

(a)Represents recoveries and reinstatements of accounts previously written off.
(b)Represents the write-off of accounts considered to be uncollectible.

78

SCHEDULE II
METROPOLITAN EDISON COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
     
Ending
 
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
              
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts  - customers
 $4,943 $7,841 $5,128 (a)$13,334 (b)$4,578 
       - other
 $68 $(68)$--  $--  $-- 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $4,810 $8,617 $4,595 (a) $13,079 (b)$4,943 
       - other
 $-- $68 $--  $--  $68 
                   
                   
Year Ended December 31, 2002:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $12,271 $3,332 $851 (a)$11,644 (b)$4,810 


(a)Represents recoveries and reinstatements of accounts previously written off.
(b)Represents the write-off of accounts considered to be uncollectible.

79

SCHEDULE II

PENNSYLVANIA ELECTRIC COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
    
Additions
       
      
Charged
       
  
Beginning
 
Charged
 
to Other
  
Ending
    
Description
 
Balance
 
to Income
 
Accounts
  
Deductions
  
Balance
 
  
(In thousands)
 
              
Year Ended December 31, 2004:
             
              
Accumulated provision for             
uncollectible accounts  - customers
 $5,833 $5,977 $5,351  (a)$12,449  (b)$4,712 
       - other
 $399 $(324)$24  $95  $4 
                   
                   
Year Ended December 31, 2003:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $6,216 $9,287 $3,995  (a)$13,665  (b)$5,833 
       - other
 $-- $399 $--  $--  $399 
                   
                   
Year Ended December 31, 2002:
                  
                   
Accumulated provision for                  
uncollectible accounts  - customers
 $14,719 $2,991 $704  (a)$12,198  (b)$6,216 
______________________

(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.              


8094


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





 
FIRSTENERGY CORP.
  
  
 
BY:/s/ Anthony J. Alexander
 BY:  /s/Anthony J. Alexander
 Anthony J. Alexander
President and Chief Executive Officer
Date:  March 9, 2005


Date:  February 28, 2008

8195

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:



   
/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/    PaulErnest J. PowersNovak, Jr.
Paul T. Addison Paul        Ernest J. PowersNovak, Jr.
Director Director
   
   
/s/Carol A. Cartwright    Michael J. Anderson
 
/s/    Catherine A. Rein
Carol A. CartwrightMichael J. Anderson Catherine A. Rein
Director   ��     Director
   
   
/s/ William T. Cottle /s/    Robert C. Savage
William T. Cottle
/s/    Carol A. Cartwright
 Robert C. Savage
/s/    Wes M. Taylor
Carol A. Cartwright        Wes M. Taylor
Director Director
   
   
/s/ Russell W. Maier /s/    Wes M. Taylor
Russell W. Maier
/s/    William T. Cottle
 Wes M. Taylor
/s/    Jesse T. Williams, Sr.
William T. Cottle        Jesse T. Williams, Sr.
Director Director
   
   
/s/    Ernest J. Novak,Robert B. Heisler, Jr.
Robert B. Heisler, Jr. /s/    Jesse T. Williams, Sr.
Ernest J. Novak, Jr.Jesse T. Williams, Sr.
DirectorDirector
  
   
/s/ Robert N. Pokewaldt/s/    Patricia K. Woolf
Robert N. PokewaldtPatricia K. Woolf
DirectorDirector
Date:  March 9, 2005

82


SIGNATURES




Date:  February 28, 2008

96

SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
OHIO EDISON COMPANY
FIRSTENERGY SOLUTIONS CORP.
  
  
 
BY: /s/Anthony J. Alexander
 Anthony J. AlexanderBY:    /s/  Charles E. Jones
Charles E. Jones
 President

Date:  March 9, 2005



Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:





/s/    Anthony J. AlexanderCharles E. Jones 
/s/Richard R. Grigg
H. Marsh
Anthony J. AlexanderCharles E. Jones Richard R. GriggH. Marsh
President and Director ExecutiveSenior Vice President and Chief
(Principal Executive Officer) OperatingFinancial 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/Richard H. Marsh    Joseph J. Hagan
 
/s/  Harvey L. Wagner
Richard H. MarshJoseph J. Hagan Harvey L. Wagner
Senior Vice President and ChiefVice President and Controller
Financial Officer and Director (Principal Accounting Officer)
(Principal Financial Officer)  


Date:  March 9, 2005February 28, 2008

8397


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
THE CLEVELAND ELECTRIC ILLUMINATINGOHIO EDISON COMPANY
  
  
 
BY:    /s/Anthony J. Alexander
 Anthony J. Alexander
 President

Date:  March 9, 2005


Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:





/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)


Date:  February 28, 2008

98

SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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



Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:





/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)  

Date:  March 9, 2005

Date:  February 28, 2008

8499


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



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

Date:  March 9, 2005


Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:


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


Date:  March 9, 2005


85


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



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

Date:  March 9, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:




/s/Stephen E. Morgan
/s/Richard H. Marsh
Stephen E. MorganRichard H. Marsh
President and Director
(Principal Executive Officer)
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Harvey L. Wagner/s/ Leila L. Vespoli
Harvey L. WagnerLeila L. Vespoli
Vice President and Controller
(Principal Accounting Officer)
Senior Vice President and
General Counsel and Director
/s/ Charles E. Jones/s/ Stanley C. Van Ness
Charles E. JonesStanley C. Van Ness
DirectorDirector
/s/ Gelorma E. Persson/s/ Mark A. Julian
Gelorma E. PerssonMark A. Julian
DirectorDirector
/s/ Bradley S. Ewing
Bradley S. Ewing
Director
Date:  March 9, 2005

86


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




METROPOLITAN EDISON COMPANY
BY:/s/ Anthony J. Alexander
Anthony J. Alexander
President
Date:  March 9, 2005




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:




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

Date:  March 9, 2005

87

SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



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


Date:  March 9, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:





/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 /s/    Harvey L. Wagner
Senior Vice President and ChiefVice President and Controller
Financial Officer and Director(Principal Accounting Officer)
(Principal Financial Officer)
Date:  March 9, 2005

88


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



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

Date:  March 9, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:




/s/Anthony J. Alexander
/s/  Richard R. Grigg
Anthony J. AlexanderRichard R. Grigg
President and DirectorExecutive 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)  


Date:  March 9, 2005February 28, 2008

100

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


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


Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:





/s/    Stephen E. Morgan/s/    Paulette R. Chatman
Stephen E. MorganPaulette 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


Date:  February 28, 2008


89101

SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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


Date:  February 28, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:



/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)


Date:  February 28, 2008

102

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


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


Date:  February 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:




/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)


 Date:  February 28, 2008
103