SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




                                    FORM U5S





                                  ANNUAL REPORT
                      For the Year Ended December 31, 2002







        Filed pursuant to the Public Utility Holding Company Act of 1935


                                       by


                     FirstEnergy Corp. (File No. 333-21011)
                     76 South Main Street, Akron, Ohio 44308





                                FIRSTENERGY CORP.
                                    FORM U5S
               ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002
               --------------------------------------------------

                                TABLE OF CONTENTS
                                -----------------

  Item
   No.                   Title                                          Page
  ----  -------------------------------------------------------        ------

     1. System Companies and Investments Therein                        1-11

     2. Acquisitions or Sales of Utility Assets                          12

     3. Issue, Sale, Pledge, Guarantee or Assumption
        of System Securities                                             13

     4. Acquisition, Redemption or Retirement of
        System Securities                                              14-24

     5. Investments in Securities of Nonsystem Companies               25-27

     6. Officers and Directors                                         28-55

     7. Contributions and Public Relations                                56

     8. Service, Sales and Construction Contracts                      57-58

     9. Wholesale Generators and Foreign Utility Companies             59-73

    10. Financial Statements and Exhibits:

        Consolidating Financial Statements of
          FirstEnergy Corp. for 2002, as amended                       74-110
        -----------------------------------------

        Exhibits                                                      111-184
        --------

        Signature Page                                                  185






ITEM 1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

FirstEnergy Corp. (FirstEnergy): (9)
                                                                                                            
         Unsecured debt (23)                                                -               -          $2,079,706       $2,079,706

American Transmission Systems, Incorporated (ATSI) (1) (10)                 1            100.00%          288,344          288,344
         Unsecured debt (23)                                                -               -              43,486           43,486

Centerior Service Company * (1)                                           750            100.00%

FE Acquisition Corp. * (1)                                                 65            100.00%
  Mid-Atlantic Energy Development Co. *                                 1,900            100.00%

FE Holdings, L.L.C.* (1)

FELHC, Inc. (FELHC) (1) (15)                                                1            100.00%               42               42

FirstEnergy Facilities Services Group, LLC (FEFSG) (1) (12)                66            100.00%          268,289          268,289
  Anacoma, Inc. (11)                                                      104            100.00%            4,183            4,183
  Colonial Mechanical Corporation (11)                                 81,132            100.00%           45,708           45,708
  Dunbar Mechanical, Inc. (11)                                            277            100.00%           19,401           19,401
  Edwards Electrical & Mechanical, Inc. (11)                              435            100.00%           61,263           61,263
  Elliott-Lewis Corporation (11)                                          100            100.00%           59,748           59,748
    A.A. Duckett, Inc. (11)                                             1,000            100.00%
    E-L Enterprises, Inc. (12)                                          1,000            100.00%
      Modern Air Conditioning, Inc. (11)                               49,950            100.00%
        Airdex Air Conditioning Corporation (11)                          100            100.00%
      R.L. Anderson, Inc. (11)                                          9,800            100.00%
    Sautter Crane Rental, Inc. (11)                                       100            100.00%
  L.H. Cranston and Sons, Inc. (11)                                     1,000            100.00%           16,574           16,574
  Roth Bros., Inc. (11)                                                   792            100.00%           29,137           29,137
  R.P.C. Mechanical, Inc. (11)                                            100            100.00%           14,051           14,051
  Spectrum Controls Systems, Inc. (11)                                     35            100.00%              936              936
  The Hattenbach Company (11)                                             531            100.00%            4,776            4,776
  Webb Technologies, Inc. (11)                                            939            100.00%           16,302           16,302

FirstEnergy Nuclear Operating Company (FENOC) (1)                           1            100.00%          (46,536)         (46,536)
         Unsecured debt (23)                                                -               -               1,648            1,648


*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               1






ITEM 1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 (Continued)


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                               
FirstEnergy Properties, Inc. (FE Properties) (1) (19)                       400         100.00%           32,437           32,437
         Unsecured debt (23)                                                  -            -              24,534           24,534
  BSG Properties, Inc. *                                                     10         100.00%

FirstEnergy Securities Transfer Company (FirstEnergy
  Transfer) (1) (18)                                                          1         100.00%

FirstEnergy Service Company (FECO) (1) (16)                                   1         100.00%          (81,153)         (81,153)

FirstEnergy Solutions Corp. (FES) (1) (11)                                    8         100.00%         (142,596)        (142,596)
  FirstEnergy Engineering, Incorporated (1) (11)                                        100.00%
  FirstEnergy Generation Corp. (GenCo) (13)                                   1         100.00%          (20,591)         (20,591)

FirstEnergy Ventures Corp. (FirstEnergy Ventures) (1) (12)                  102         100.00%          115,914          115,914
         Unsecured debt (23)                                                  -            -              21,664           21,664
  Advanced Technologies Development Corp. (15)                                1         100.00%
  Bay Shore Power Company (11)                                                1         100.00%           67,440           67,440
  Centerior Communications Holdings, Inc. (12)                               10         100.00%
    Fiber Venture Equity, Inc. * (15)                                        10         100.00%
  Centerior Energy Services, Inc. (11)                                      100         100.00%
  Centerior Power Enterprises, Inc. *                                        10         100.00%
  Eastroc Technologies, LLC * (2) (11)                                        -          50.00%**             46               46
  Engineered Processes, Ltd. * (2) (11)                                       -          50.00%**
  FirstEnergy Telecommunications Corp. (15)                                   1         100.00%
  Warrenton River Terminal, Ltd. (11)                                                   100.00%            2,904            2,904

GPU Advanced Resources, Inc. (GPUAR) (1) (11)                               100         100.00%           12,825           12,825
         Unsecured debt (23)                                                  -            -              13,527           13,527

GPU Capital, Inc. (GPU Capital) (1) (14)                                    100         100.00%          184,222          184,222
  GPU Electric, Inc. (GPU Electric)                                         100         100.00%          191,469          191,469
    EI UK Holdings, Inc. (14)                                               100         100.00%          (13,813)         (13,813)
      Aquila Sterling Holdings LLC (14) (17)
                                                                                         50.00%***        63,813           63,813

*    Inactive
**   Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.
***  EI UK Holdings, Inc. owns 50% voting (20.1% economic) interest in Aquila Sterling Holding LLC.

                                                               2








ITEM 1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                          
    GPU Argentina Holdings, Inc. (14)                                         100        100.00%         (35,466)         (35,466)
    GPU Australia Holdings, Inc. (14)                                         100        100.00%         315,443          315,443
      Austran Holdings, Inc. (14)                                             100        100.00%          66,533           66,533
        Austran Investments Pty Ltd. (14)                                                100.00%
    GPU International Australia Pty Ltd. (14)                          10,000,000        100.00%             791              791

GPU Diversified Holdings LLC (GPUDH) (1) (11)                                 100        100.00%          26,639           26,639
  GPU Distributed Power, Inc. (11)                                             10        100.00%
  GPU EnerTech Holdings, Inc. (11)                                            100        100.00%           2,742            2,742
    EnviroTech Investment Fund I LP (2) (26)                                    -          9.89%**         2,298            2,298
  GPU Solar, Inc. (11)                                                         50         50.00%             267              267

GPU Nuclear, Inc. (GPUN) (1) (16)                                           2,500        100.00%              50               50
  Private Fuel Storage LLC (2)                                                            10.10%**

GPU Power, Inc. (GPU Power) (1) (13)                                          100        100.00%          87,860           87,860
  Barranquilla Lease Holding, Inc. (13)                                       100        100.00%          45,691           45,691
    Los Amigos Leasing Company, Ltd. (13)                                  12,000        100.00%            (782)            (782)
  EI Barranquilla, Inc. (13)                                                  100        100.00%          59,708           59,708
    Termobarranquilla, S.A. (TEBSA) (13)                                  420,592         28.67%           1,266            1,266
  EI Canada Holding Limited (13)                                              100        100.00%            (177)            (177)
    EI Brooklyn Power Limited (13)                                            100        100.00%
      EI Brooklyn Investments Limited (13)                                      1        100.00%
    EI Services Canada Limited (13)                                           100        100.00%
  EI International (13)                                                       100        100.00%           1,381            1,381
    GPUI Colombia, Ltda. (13)                                                 100        100.00%           1,866            1,866
  GPU Power Philippines, Inc. (13)                                            100        100.00%
    Magellan Utilities Development Corporation (13)                        17,264         40.00%
  Guaracachi America, Inc. (13)                                               100        100.00%          54,657           54,657
    Empresa Guaracachi S.A. (13)                                        1,679,184         50.00%          88,382           88,382
  International Power Advisors, Inc. (13)                                     100        100.00%           3,962            3,962


*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               3






ITEM 1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                            
GPU Service, Inc. (GPUS) (1) (16)                                          5,000        100.00%          (225,527)       (225,527)

GPU Telcom Services, Inc. (GPU Telcom) (1) (15)                              100        100.00%           (21,005)        (21,005)

Jersey Central Power & Light Company (JCP&L) (1) (10)                 15,371,270        100.00%         3,274,069       3,274,069
         Unsecured debt (23)                                                   -           -               77,385          77,385
  JCP&L Preferred Capital, Inc. (18)                                         100        100.00%            16,851          16,851
    JCP&L Capital L.P. (18)                                                    - (7)    100.00%             3,872           3,872
  JCP&L Transition Funding, LLC (18)                                         100        100.00%             1,608           1,608
  Saxton Nuclear Experimental Corporation * (4)                                          44.00%

MARBEL Energy Corporation (MARBEL) (1) (3) (20)                              991        100.00%           145,997         145,997
  Marbel HoldCo, Inc. (12) (22)                                              100        100.00%           147,343         147,343
    Great Lakes Energy Partners, LLC (Great Lakes) (2) (22)                              50.00%**         159,324         159,324
  Northeast Ohio Natural Gas Corp. (21)                                      100        100.00%             3,184           3,184

Metropolitan Edison Company (Met-Ed) (1) (3) (10)                        859,500        100.00%         1,315,586       1,315,586
  Met-Ed Preferred Capital II, Inc. (18)                                     100        100.00%             2,642           2,642
    Met-Ed Capital II, L.P. (18)                                               - (7)    100.00%             2,885           2,885
      Met-Ed Capital Trust (18)                                                - (7)    100.00%              (209)           (209)
  Saxton Nuclear Experimental Corporation * (4)                                          32.00%
  York Haven Power Company (10)                                              500        100.00%            23,956          23,956

MYR Group Inc. (MYR) (1) (27)                                                100        100.00%           158,780         158,780
  ComTel Technology, Inc.                                                 50,000        100.00%            (1,181)         (1,181)
  D.W.Close Company, Inc.                                                 26,450        100.00%             1,625           1,625
  Great Southwestern Construction, Inc.                                   50,000        100.00%            10,805          10,805
  Harlan Electric Company                                                    100        100.00%            68,705          68,705
    Power Piping Company                                                   9,900        100.00%
    Sturgeon Electric Company, Inc.                                          100        100.00%
  Hawkeye Construction, Inc.                                                 550        100.00%             3,896           3,896
  MYRcom, Inc.                                                               100        100.00%            (2,706)         (2,706)
  MYRpower, Inc.                                                             100        100.00%             2,848           2,848
  The L. E. Myers Company                                                  1,000        100.00%            60,975          60,975

*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               4







ITEM 1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                       
Ohio Edison Company (OE) (1) (10)                                           100          100.00%        2,840,361        2,840,361
         Unsecured debt (23)                                                  -             -             436,512          436,512
  OES Capital, Incorporated (18)                                            200          100.00%           62,721           62,721
         Unsecured debt (23)                                                  -             -                 520              520
  OES Finance, Incorporated (18)                                            140          100.00%           15,737           15,737
  OES Nuclear, Incorporated (18)                                              1          100.00%            6,516            6,516
  OES Ventures, Incorporated (12)                                           110          100.00%           13,119           13,119
    PNBV Capital Trust (2) (28)                                               -           49.00%**         12,170           12,170
  Ohio Edison Financing Trust (18)                                      148,454          100.00%
  Ohio Edison Financing Trust II * (18)
  Ohio Valley Electric Corporation (OVEC) (2) (8)                        16,500           16.50%**          1,650            1,650
    Indiana-Kentucky Electric Corporation
  Pennsylvania Power Company (Penn) (10)                              6,290,000          100.00%          229,374          229,374
         Unsecured debt (23)                                                  -             -              34,951           34,951
    Cranberry Square Associates, L. P. (2) (25)                               -           50.00%**          1,217            1,217
  Apollo Tax Credit Fund III, L. P. (2) (24)                                  -           33.33%**            500              500
  Apollo Tax Credit Fund IX, L. P. (2) (24)                                   -           99.99%**         18,693           18,693
  Boston Capital Corporate Tax
    Credits IV, L. P. (2) (24)                                                -            2.95%**            699              699
  Boston Capital Corporate Tax
    Credits X, L. P. (2) (24)                                                 -           10.93%**          2,484            2,484
  Boston Capital Corporate Tax
    Credits XVI, L. P. (2) (24)                                               -           14.00%**          6,078            6,078
  Boston Capital Corporate Tax
    Credits XVII, L. P. (2) (24)                                              -           10.00%**          4,702            4,702
  Boston Financial Institutional Tax
    Credits III, L. P. (2) (24)                                               -            5.38%**          1,342            1,342
  Boston Financial Institutional Tax
    Credits V, L. P. (2) (24)                                                 -            3.24%**            909              909
  Boston Financial Institutional Tax
    Credits XVI, L. P. (2) (24)                                               -            5.83%**          3,685            3,685
  EnviroTech Investment Fund I LP (2) (26)                                    -            6.35%**          1,069            1,069
  Marion Senior Housing Limited Partnership (2) (24)                          -           29.47%**          1,392            1,392
  McDonald Corporate Tax Credit Fund Limited
    Partnership (2) (24)                                                      -           12.37%**            623              623
  McDonald Corporate Tax Credit Fund -
    1995 Limited Partnership (2) (24)                                         -            9.00%**          1,857            1,857

*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               5






ITEM 1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                             
  McDonald Corporate Tax Credit Fund -
    1996 Limited Partnership (2) (24)                                          -         42.13%**           5,187            5,187
  McDonald Corporate Tax Credit Fund -
    1998 Limited Partnership (2) (24)                                          -         30.94%**           2,724            2,724
  Ohio Equity Fund for Housing Limited
    Partnership II (2) (24)                                                    -          7.62%**              30               30
  USA Institutional Tax Credit Fund VII, L.P. (2) (24)                         -          8.11%**           2,172            2,172

Pennsylvania Electric Company (Penelec) (1) (3) (10)                   5,290,596        100.00%         1,353,704        1,353,704
  Nineveh Water Company                                                        5        100.00%             1,154            1,154
  Penelec Preferred Capital II, Inc. (18)                                    100        100.00%             2,645            2,645
    Penelec Capital II, L.P. (18)                                              - (7)    100.00%             2,880            2,880
      Penelec Capital Trust (18)                                               - (7)    100.00%              (214)            (214)
  Saxton Nuclear Experimental Corporation * (4)                                          24.00%
  The Waverly Electric Light and Power Company (10)                          600        100.00%                15               15

The Cleveland Electic Illuminating Company (CEI) (1) (10)             79,590,689        100.00%         1,226,632        1,226,632
  Centerior Funding Corporation (18)                                       1,000        100.00%            68,110           68,110
  Cleveland Electric Financing Trust I * (18)                            123,720        100.00%             3,105            3,105
  The Toledo Edison Capital Corporation (2) (6) (18)                      28,036         10.00%**

The Toledo Edison Company (TE) (1) (10)                               39,133,887        100.00%           712,931          712,931
  Ohio Valley Electric Corporation (OVEC) (2) (8)                          4,000          4.00%**             400              400
    Indiana-Kentucky Electric Corporation
  The Toledo Edison Capital Corporation (2) (6) (18)                       1,000         90.00%**          26,796           26,796

First Communications, LLC (2) (15)                                             -         31.08%**           4,989            4,989

Kinetic Ventures I, LLC (2) (11)                                               -         11.11%**           4,191            4,191

Kinetic Ventures II, LLC (2) (11)                                              -         14.28%**           2,668            2,668

Kinetic Ventures III, LLC (2) (11)                                             -          8.00%**

Nth Power Technologies II, LLC (2) (11)                                        -          8.22%**           3,051            3,051



*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               6







ITEM 1.  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (Continued):


                                                                       Number of
                                                                         Common           % of           Issuer          Owner's
                     Name of Company                                  Shares Owned    Voting Power     Book Value       Book Value
---------------------------------------------------------------       ------------    ------------     ----------       ----------
                                                                                                          (In thousands dollar)

                                                                                                                
Nth Power Technologies II-A, LLC (2) (11)                                    -           5.33%**           345              345

PowerSpan Corp. (2) (11)                                                     -          18.63%**           396              396

UMICO Holdings, Inc.* (2)                                               71,947          36.00%**


*  Inactive
** Set forth the percentage of interest held directly or indirectly by FirstEnergy Corp.

                                                               7





ITEM 1  SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
        (Continued):

(1)     These  companies are direct  wholly owned  subsidiaries  of  FirstEnergy
        Corp.

(2)     Direct or indirect investments by FirstEnergy Corp.

(3)     MARBEL, Met-Ed and Penelec are exempt as holding companies under Section
        3 (a) and Rule 2 of the Public Utility  Holding Company Act of 1935 (the
        Act).

(4)     JCP&L,  Met-Ed,  Penelec  collectively  own all of the  common  stock of
        Saxton  Nuclear  Experimental  Corporation,   a  Pennsylvania  nonprofit
        corporation  organized for nuclear  experimental  purposes  which is now
        inactive.  The carrying value of the owner's investment has been written
        down to a nominal value.

(5)     Not used.

(6)     The Toledo Edison Capital Corporation (TECC) makes equity investments in
        Delaware  business trusts that hold lessor debt  instruments.  TE owns a
        90% interest in TECC and CEI owns a 10% interest in TECC.

(7)     A 100% General Partnership interests.

(8)     OVEC is a public utility company formed by 15 independent investor-owned
        public  utilities to furnish  electric service in the Ohio River Valley.
        OE owns a 16.5% interest in OVEC and TE owns a 4% interest in OVEC.

(9)     Registered holding company.

(10)    Electric utility company.

(11)    Rule 58 energy-related company or investments.

(12)    Nonutility holding company.

(13)    Exempt wholesale generator (EWG).

(14)    Foreign utility company (FUCO).

(15)    Exempt telecommunications company.

(16)    Service company.

(17)    FirstEnergy sold 79.9% interest of Avon energy Partners  Holdings (Avon)
        to  Acquila,  Inc.  (Acquila)  on May 8, 2002.  FirstEnergy  and Acquila
        together  own all of the  outstanding  shares of Avon  through a jointly
        owned  subsidiary,  Acquila  Sterling  Holdings  LLC,  with each company
        having a 50% voting interest.

                                       8




ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
        (Continued):

(18)    Financing subsidiary.

(19)    Real estate investment subsidiary.

(20)    MARBEL  is  the  parent  company  of a  natural  gas  pipeline  company,
        Northeast Ohio Natural Gas Corp., and a holding  company,  Marbel Holdco
        Inc.

(21)    Natural gas pipeline company.

(22)    Marbel  Holdco Inc.  owns a 50% interest in Great Lakes,  an oil and gas
        exploration  and  production  company,  in a joint  venture  with  Range
        Resources Corporation.

(23)    Unsecured  debt  represents  short-term  intercompany  loan with rolling
        maturity  date.  Details  of  unsecured  debt are  presented  after  the
        footnote.

(24)    Affordable housing investments.

(25)    Managing a strip shopping center.

(26)    A venture  capital fund investing in energy and  communications  related
        companies.  GPUDH owns a 9.89%  interest and OE owns a 6.35% interest in
        EnviroTech Investment Fund I LP.

(27)    Infrastructure service company.

(28)    A trust  established to purchase a portion of the lease obligation bonds
        issued  on  behalf  of  lessors  in  nuclear  plant  sale and  leaseback
        transactions.

                                       9





ITEM 1. SYSTEM  COMPANIES  AND  INVESTMENT  THEREIN AS OF  DECEMBER  31, 2002
        (Continued):

        Note (23) Unsecured debt


                                                                                                            Loan
         Intercompany                       Intercompany                      Interest                     Balance
         Loan from                          Loan to                             Rate                    (In thousands)
         -----------------              ------------------                 ----------------             --------------

                                                                                                 
        FirstEnergy                     Met-Ed                               1.80%                        $   88,330
                                        OE                                   1.80%                           104,515
                                        Penelec                              1.80%                            90,567
                                        Advanced Technologies
                                          Development Corp.                  2.45%                             7,462
                                        EI UK Holdings, Inc.                 6.56%                           189,464
                                        FEFSG                                2.45%                            22,609
                                        GenCo                                2.45%                           405,659
                                        FECO                                 2.45%                            24,199
                                        FES                                  2.45%                           235,337
                                        GPU Capital                          6.56%                           889,774
                                        GPU Telcom                           2.45%                            21,790
                                                                                                           ---------
                                                                             Total FirstEnergy            $2,079,706
                                                                                                           =========

        ATSI                            OE                                   1.80%                        $   43,486
                                                                                                           =========

        FENOC                           FECO                                 2.45%                        $    1,648
                                                                                                           =========

        FE Properties                   FECO                                 2.45%                        $   24,534
                                                                                                           =========

        FirstEnergy Ventures            FECO                                 2.45%                        $   21,664
                                                                                                           =========

        GPUAR                           FES                                  2.45%                        $   13,527
                                                                                                           =========

        JCP&L                           OE                                   1.80%                        $   77,385
                                                                                                           =========

        OE                              CEI                                  1.80%                        $  286,844
                                        TE                                   1.80%                           149,668
                                                                                                           ---------
                                                                             Total OE                     $  436,512
                                                                                                           =========

        OES Capital, Inc.               OES Fuel, Inc.                       2.51%                        $      520
                                                                                                           =========

        Penn                            OE                                   1.80%                        $   34,951
                                                                                                           =========
                                                      10






ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
        (Continued):

        Changes in the status of an existing subsidiary during 2002:

        Avon Energy Partners plc was dissolved on March 28, 2002.

        Austin  Cogeneration  Corporation and Austin Cogeneration  Partners,  LP
        were dissolved on June 6, 2002.

        GPU International Asia, Inc. was dissolved on June 7, 2002.

        America's Fiber Network LLC was dissolved on June 30, 2002.

        AFN, LLC was dissolved on June 30, 2002.

        Penn Power Energy,  Inc. merged into its parent,  FirstEnergy  Solutions
        Corp. on July 31, 2002.

        Victoria Electric Holdings,  Inc.,  Victoria Electric,  Inc., and VicGas
        Holdings, Inc. were dissolved on November 15, 2002.

        JCP&L Transition, Inc. was dissolved on July 26, 2002.

        JCP&L Transition Holdings, Inc. was dissolved on August 1, 2002.

        OES Fuel, Inc.  merged into its parent,  Ohio Edison Company on November
        27, 2002.

        FirstEnergy  Corp.  had reached an agreement to sell Webb  Technologies,
        Inc. and Colonial Mechanical  Corporation on December 15, 2002. The sale
        was completed on January 15, 2003.

        Hanover Energy Corporation was dissolved on December 27, 2002.

        NCP  Energy,   Inc.  and  NCP  Ada  Power   Incorporated  -  provisional
        dissolution (pending tax clearance from the State of California).

                                       11




ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

        None

                                       12



Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES



                                                              Principal Amount Of Stated Value
                                                            -----------------------------------
      Name of Issuer                     Name of                            Pledged, Guaranteed   Date of               Commission
    and Title of Issue               Company Issuing        Issued and Sold     or Assumed      Transaction  Proceeds  Authorization
  ----------------------      ---------------------------   --------------- ------------------- ----------- ---------- -------------
             (1)                          (2)                     (3)               (4)              (5)       (6)         (7)

                                                                                                        
FirstEnergy Corp.              FirstEnergy Corp.                              $25,711,265  (a)    Various       N/A       Rule 45
Ohio Edison Company            Ohio Edison Company                            $   538,000  (a)    Various       N/A       Rule 45
Cleveland Electric             Cleveland Electric                             $   465,101  (a)    Various       N/A       Rule 45
  Illuminating Company           Illuminating Company
Pennsylvania Power Company     Pennsylvania Power Company                     $11,859,147  (b)    Various       N/A       Rule 45
Toledo Edison Company          Toledo Edison Company                          $ 1,048,309  (a)    Various       N/A       Rule 45
BSG Properties, Inc.           BSG Properties, Inc.                           $ 3,495,127  (a)    Various       N/A       Rule 45
FirstEnergy Facilities         FirstEnergy Facilities                         $60,046,617  (a)    Various       N/A       Rule 45
  Services Group, LLC            Services Group, LLC
Jersey Central Power & Light   Jersey Central Power & Light                   $ 9,718,558  (c)    Various       N/A       Rule 45
  Company                        Company
Metropolitan Edison Company    Metropolitan Edison Company                    $ 6,288,835  (d)    Various       N/A       Rule 45
Pennsylvania Electric Company  Pennsylvania Electric Company                  $ 3,775,222  (e)    Various       N/A       Rule 45
GPU Advanced Resources         GPU Advanced Resources                         $ 2,000,000  (a)    Various       N/A       Rule 45
GPU Telecom Services           GPU Telecom Services                           $    25,000  (a)    Various       N/A       Rule 45
GPU Nuclear, Inc.              GPU Nuclear, Inc.                              $    46,204  (f)    Various       N/A       Rule 45



(a)  Represents miscellaneous surety bonds for various purposes.

(b)  Represents surety bonds relating to environmental  issues ($11,454,222) and
     miscellaneous surety bonds for various purposes ($404,925).

(c)  Represents  letters of credit  ($1,525,783),  surety bonds ($7,724,775) for
     workers' compensation  insurance and miscellaneous surety bonds for various
     purposes ($468,000).

(d)  Represents  letters of credit  ($915,470),  surety bonds  ($4,634,865)  for
     workers' compensation  insurance and miscellaneous surety bonds for various
     purposes ($738,500).

(e)  Represents  letters of credit  ($610,313),  surety bonds  ($3,089,909)  for
     workers' compensation  insurance and miscellaneous surety bonds for various
     purposes ($75,000).

(f)  Represents miscellaneous surety bonds related to environmental issues.


                                       13





ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES:


         Name of Issuer                   Name of Company
              and                     Acquiring, Redeeming or                                                        Authorization
         Title of Issue                 Retiring Securities           Consideration            Disposition            or Exemption
-------------------------------    ----------------------------     ----------------         ----------------        -------------
Ohio Edison Company:

                                                                                                            
    Secured Trust Notes            Ohio Edison                      $  51,642,095            Redeemed/Retired           Rule 42
                                                                    =============
    First Mortgage Bonds           Ohio Edison                      $ 279,265,000            Redeemed/Retired           Rule 42
                                                                    =============
    Preferred Stocks               Ohio Edison                      $ 220,000,000            Redeemed/Retired           Rule 42
                                                                    =============

Pennsylvania Power Company

    First Mortgage Bonds           Penn Power                       $     974,000            Redeemed/Retired           Rule 42
                                                                    =============
    Pollution Control Notes        Penn Power                       $  14,790,000            Redeemed/Retired           Rule 42
                                                                    =============
    Pollution Control Notes        Penn Power                       $  14,500,000                Acquired               Rule 42
                                                                    =============
    Preferred Stocks               Penn Power                       $     750,000            Redeemed/Retired           Rule 42
                                                                    =============

Cleveland Electric
Illuminating Company

    Medium Term Notes              CEI                              $  33,000,000            Redeemed/Retired           Rule 42
                                                                    =============
    First Mortgage Bonds           CEI                              $ 195,000,000            Redeemed/Retired           Rule 42
                                                                    =============
    Pollution Control Notes        CEI                              $ 108,700,000                Acquired               Rule 42
                                                                    =============
    Pollution Control Notes        CEI                              $ 111,691,000            Redeemed/Retired           Rule 42
                                                                    =============
    Preferred Stocks               CEI                              $  64,767,000            Redeemed/Retired           Rule 42
                                                                    =============

Toledo Edison Company

    First Mortgage Bonds           TE                               $     400,000            Redeemed/Retired           Rule 42
                                                                    =============
    Medium Term Notes              TE                               $  44,675,000            Redeemed/Retired           Rule 42
                                                                    =============
    Pollution Control Notes        TE                               $  20,200,000                Acquired               Rule 42
                                                                    =============
    Pollution Control Notes        TE                               $  20,634,000            Redeemed/Retired           Rule 42
                                                                    =============
    Unsecured Notes                TE                               $ 135,000,000            Redeemed/Retired           Rule 42
                                                                    =============
    Preferred Stocks               TE                               $  85,299,050            Redeemed/Retired           Rule 42
                                                                    =============


Note: See pages 16 to 24 for a detailed description of the above transactions.

                                                              14







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


         Name of Issuer                   Name of Company
              and                     Acquiring, Redeeming or                                                       Authorization
         Title of Issue                 Retiring Securities            Consideration          Disposition           or Exemption
---------------------------------   ---------------------------     -------------------     ---------------        ---------------

FirstEnergy Generation Company
                                                                                                                  
    Pollution Control Notes        GenCo                                $ 15,000,000            Acquired                Rule 42
                                                                        ============

Bayshore Power Company

    Pollution Control Notes        Bayshore                             $  2,200,000        Redeemed/Retired            Rule 42
                                                                        ============

Jersey Central Power & Light

    Preferred Stocks               JCP&L                                $ 51,112,251        Redeemed/Retired            Rule 42
                                                                        ============
    Medium Term Notes              JCP&L                                $174,393,868        Redeemed/Retired            Rule 42
                                                                        ============
    Pollution Control Notes        JCP&L                                $ 21,639,000        Redeemed/Retired            Rule 42
                                                                        ============
    Unsecured Notes                JCP&L                                $     14,689        Redeemed/Retired            Rule 42
                                                                        ============

Metropolitan Edison Company

    Medium Term Notes              Met-Ed                               $ 60,000,000        Redeemed/Retired            Rule 42
                                                                        ============
    Medium Term Notes              Met-Ed                               $ 50,000,000            Acquired                Rule 42
                                                                        ============
    Unsecured Notes                Met-Ed                               $     29,377        Redeemed/Retired            Rule 42
                                                                        ============

Pennsylvania Electric Company

    Pollution Control Notes        Penelec                              $    205,000        Redeemed/Retired            Rule 42
                                                                        ============
    Unsecured Notes                Penelec                              $ 50,014,689        Redeemed/Retired            Rule 42
                                                                        ============


Note: See pages 16 to 24 for a detailed description of the above transactions.

                                                             15







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                             Principal
                                                     Amount or Stated Value
    Nane of Issuer          Name of Company       ------------------------------
         and             Acquiring, Redeeming or                    Redeemed        Date of                       Commission
    Title of Issue        Retiring Securities       Acquired       and Retired    Transaction   Consideration    Authorization
         (1)                      (2)                  (3)             (4)            (5)            (6)             (7)
-----------------------  -----------------------  --------------  --------------  ------------  ---------------  -------------

     Ohio Edison
       Company

Secured Trust Notes:
                                                                                                    
7.930% PEPCO             Ohio Edison                                $ 1,168,536     1/21/2002      $ 1,191,855     Rule 42
7.930% PEPCO             Ohio Edison                                $ 1,176,258     2/21/2002      $ 1,191,855     Rule 42
7.930% PEPCO             Ohio Edison                                $ 1,184,031     3/21/2002      $ 1,191,855     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,061,976     4/21/2002      $ 5,341,976     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,087,665     5/21/2002      $ 5,341,668     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,113,516     6/21/2002      $ 5,341,358     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,139,530     7/21/2002      $ 5,341,046     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,165,709     8/21/2002      $ 5,340,732     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,192,054     9/21/2002      $ 5,340,416     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,218,565    10/21/2002      $ 5,340,098     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,245,244    11/21/2002      $ 5,339,779     Rule 42
7.680% PEPCO             Ohio Edison                                $ 4,272,092    12/21/2002      $ 5,339,457     Rule 42
                                                                    -----------                    -----------
                                                                    $41,025,177                    $51,642,095
                                                                    ===========                    ===========

First Mortgage Bonds
8.250% Series            Ohio Edison                               $125,000,000      4/1/2002     $125,000,000     Rule 42
7.375% Series            Ohio Edison                               $120,000,000     9/15/2002     $120,000,000     Rule 42
7.500% Series            Ohio Edison                                $34,265,000      9/1/2002      $34,265,000     Rule 42
                                                                  -------------                   ------------
                                                                   $279,265,000                   $279,265,000
                                                                  =============                   ============

Preferred Stocks:
9.00% Series             Ohio Edison                               $120,000,000     8/15/2002     $120,000,000     Rule 42
7.75% Series             Ohio Edison                               $100,000,000      7/1/2002     $100,000,000     Rule 42
                                                                   ------------                   ------------
                                                                   $220,000,000                   $220,000,000
                                                                   ============                   ============

                                                             16







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                             Principal
                                                      Amount or Stated Value
    Name of Issuer            Name of Company      -----------------------------
          and             Acquiring, Redeeming or                    Redeemed       Date of                     Commission
    Title of Issue          Retiring Securities      Acquired      and Retired    Transaction   Consideration  Authorization
          (1)                       (2)                 (3)            (4)            (5)            (6)           (7)
------------------------  ------------------------ --------------  -------------  ------------  -------------- -------------

     Pennsylvania
     Power Company

First Mortgage Bonds:
                                                                                                  
9.74% Series              Penn Power                               $    974,000     11/1/2002     $   974,000    Rule 42
                                                                   ============                   ===========

Pollution Control Notes:
6.450% Series             Penn Power                               $ 14,500,000      7/1/2002     $14,790,000    Rule 42
3.850% Series             Penn Power                 $14,500,000                     7/1/2002     $14,500,000    Rule 42
                                                     -----------   ------------                   -----------
                                                     $14,500,000   $ 14,500,000                   $29,290,000
                                                     ===========   ============                   ===========

Preferred Stock:
6.860% Series             Penn Power                               $    750,000     10/1/2002     $   750,000    Rule 42
                                                                   ============                   ===========

                                                             17







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                             Principal
                                                       Amount or Stated Value
    Name of Issuer           Name of Company       -------------------------------
          and            Acquiring, Redeeming or                      Redeemed        Date of                      Commission
    Title of Issue         Retiring Securities        Acquired      and Retired     Transaction   Consideration   Authorization
          (1)                      (2)                  (3)             (4)             (5)            (6)            (7)
------------------------ ------------------------  --------------- ---------------  ------------  --------------  -------------

  Cleveland Electric
 Illuminating Company

Medium Term Notes:
                                                                                                  
8.130% Series            CEI                                         $ 28,000,000      7/1/2002    $ 28,000,000     Rule 42
7.850% Series            CEI                                         $  5,000,000     7/30/2002    $  5,000,000     Rule 42
                                                                     ------------                 -------------
                                                                     $ 33,000,000                  $ 33,000,000
                                                                     ============                 =============

First Mortgage Bonds:
7.625% Series            CEI                                         $195,000,000      8/1/2002    $195,000,000     Rule 42
                                                                     ============                 =============

Pollution Control Notes:
7.00% Series B           CEI                                         $     15,000      9/1/2002    $     15,000     Rule 42
7.00% Series C           CEI                                         $     15,000      9/1/2002    $     15,000     Rule 42
6.85% Series             CEI                                         $ 30,000,000     10/8/2002    $ 30,600,000     Rule 42
1.50% Series             CEI                         $ 30,000,000                     10/8/2002    $ 30,000,000     Rule 42
8.00% Series             CEI                                         $ 78,700,000     7/16/2002    $ 81,061,000     Rule 42
6.00% Series             CEI                         $  8,700,000                     7/16/2002    $ 78,700,000     Rule 42
                                                     ------------    ------------                 -------------
                                                     $108,700,000    $108,730,000                  $220,391,000
                                                     ============    ============                 =============

Preferred Stock:
7.35% Series C           CEI                                         $  1,000,000      8/1/2002    $  1,000,000     Rule 42
9.00% Series S           CEI                                         $ 17,750,000     11/1/2002    $ 17,750,000     Rule 42
7.56%  Series            CEI                                         $ 45,000,000     5/28/2002    $ 46,017,000     Rule 42
                                                                     ------------                 -------------
                                                                     $ 63,750,000                  $ 64,767,000
                                                                     ============                 =============

                                                             18







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                             Principal
                                                       Amount or Stated Value
    Name of Issuer           Name of Company       -------------------------------
          and            Acquiring, Redeeming or                      Redeemed        Date of                      Commission
    Title of Issue         Retiring Securities        Acquired      and Retired     Transaction   Consideration   Authorization
          (1)                      (2)                  (3)             (4)             (5)            (6)            (7)
------------------------ ------------------------  --------------- ---------------  ------------  --------------  -------------

     Toledo Edison
        Company

First Mortgage Bonds:
                                                                                                  
8.00% Series             TE                                          $    400,000     11/1/2002    $    400,000     Rule 42
                                                                     ============                  ============

Medium Term Notes:
8.65% Series             TE                                          $  5,000,000      4/1/2002    $  5,000,000     Rule 42
8.62% Series             TE                                          $  7,000,000      4/1/2002       7,000,000     Rule 42
8.18% Series             TE                                          $ 17,000,000     7/30/2002    $ 17,000,000     Rule 42
10.00% Series            TE                                          $ 15,000,000     6/11/2002    $ 15,675,000     Rule 42
                                                                     ------------                  ------------
                                                                     $ 44,000,000                  $ 44,675,000
                                                                     ============                  ============

Pollution Control Notes:
10.0% Series             TE                                              $ 30,000     8/15/2002        $ 30,000     Rule 42
6.875% Series            TE                                          $ 20,200,000     10/8/2002    $ 20,604,000     Rule 42
1.500% Series            TE                           $20,200,000                     10/8/2002    $ 20,200,000     Rule 42
                                                      -----------    ------------                  ------------
                                                      $20,200,000    $ 20,230,000                  $ 40,834,000
                                                      ===========    ============                  ============
Unsecured Notes:
8.70% Debenture          TE                                          $135,000,000      9/1/2002    $135,000,000     Rule 42
                                                                     ============                  ============

Preferred Stock:
10.00% Series            TE                                           $19,000,000      2/1/2002     $19,190,000     Rule 42
8.84% Series             TE                                           $25,000,000      2/1/2002     $25,250,000     Rule 42
8.32% Series             TE                                           $10,000,000      2/1/2002     $10,246,000     Rule 42
7.80% Series             TE                                           $15,000,000      2/1/2002     $15,247,500     Rule 42
7.76% Series             TE                                           $15,000,000      2/1/2002     $15,365,550     Rule 42
                                                                   ---------------                -------------
                                                                      $84,000,000                   $85,299,050
                                                                   ===============                =============

                                                             19







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                               Principal
                                                        Amount or Stated Value
     Name of Issuer           Name of Company       --------------------------------
          and              Acquiring, Redeeming or                      Redeemed        Date of                        Commission
     Title of Issue         Retiring Securities         Acquired       and Retired    Transaction   Consideration     Authorization
          (1)                       (2)                   (3)              (4)            (5)            (6)              (7)
-------------------------  -----------------------  ----------------- --------------  ------------ -----------------  -------------

      FirstEnergy
   Generation Company

Pollution Control Notes:
                                                                                                         
5% OWDA                    GENCO                        $ 15,000,000                     7/2/2002      $ 15,000,000     Rule 42
                                                        ============                                   ============

                                                             20







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                             Principal
                                                    Amount or Stated Value
    Name of Issuer           Name of Company       -------------------------
          and             Acquiring, Redeeming or               Redeemed       Date of                      Commission
    Title of Issue         Retiring Securities     Acquired    and Retired    Transaction  Consideration   Authorization
          (1)                      (2)               (3)           (4)           (5)            (6)            (7)
------------------------  -----------------------  ---------  --------------  -----------  --------------  -------------

    Bayshore Power
        Company

Pollution Control Notes:
                                                                                              
5.375% Series             Bayshore                               $1,400,000     9/1/2002      $1,400,000     Rule 42
6.625% Series             Bayshore                                  800,000     9/1/2002         800,000     Rule 42
                                                                 ----------                   -----------
                                                                 $2,200,000                   $2,200,000
                                                                 ==========                   ===========

                                                             21







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                               Principal
                                                         Amount or Stated Value
      Name of Issuer              Name of Company       -------------------------
            and               Acquiring, Redeeming or                Redeemed        Date of                      Commission
      Title of Issue            Retiring Securities     Acquired    and Retired    Transaction   Consideration   Authorization
            (1)                         (2)               (3)           (4)            (5)            (6)             (7)
----------------------------  ------------------------  ---------  --------------  ------------  --------------- --------------

      Jersey Central
       Power & Light

Preferred Stocks:
                                                                                                     
8.65% Series J                JCP&L                                  $16,666,600      7/1/2002      $16,666,600     Rule 42
7.52% Series K                JCP&L                                  $ 5,000,000      6/1/2002      $ 5,000,000     Rule 42
7.52% Series                  JCP&L                                  $21,500,000      8/1/2002      $21,039,650     Rule 42
8.65% Series J                JCP&L                                  $ 8,333,500      8/1/2002      $ 8,406,001     Rule 42
                                                                     -----------                    ----------
                                                                     $51,500,100                    $51,112,251
                                                                     ===========                    ===========

Medium Term Notes:
9.00% Series                  JCP&L                                 $ 50,000,000     3/27/2002     $ 50,000,000     Rule 42
9.20% Series                  JCP&L                                 $ 27,037,000     7/23/2002     $ 28,156,332     Rule 42
8.85% Series                  JCP&L                                 $ 38,000,000     7/12/2002     $ 39,683,400     Rule 42
8.82% Series                  JCP&L                                 $ 12,000,000     7/12/2002     $ 12,529,200     Rule 42
8.55% Series                  JCP&L                                 $ 16,377,000     7/23/2002     $ 17,077,936     Rule 42
8.25% Series                  JCP&L                                 $ 26,947,000     7/23/2002     $ 26,947,000     Rule 42
                                                                    ------------                   ------------
                                                                    $170,361,000                   $174,393,868
                                                                    ============                   ============

Pollution Control Notes:
7.90% Series                  JCP&L                                 $ 21,639,000     6/11/2002     $ 21,639,000     Rule 42
                                                                    ============                   ============

Unsecured Notes:
7.69% Series (Cowanesque)     JCP&L                                 $     14,689      8/1/2002     $     14,689     Rule 42
                                                                    ============                   ============

                                                             22







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                                 Principal
                                                           Amount or Stated Value
      Name of Issuer              Name of Company       -----------------------------
            and               Acquiring, Redeeming or                    Redeemed       Date of                       Commission
      Title of Issue            Retiring Securities       Acquired      and Retired    Transaction  Consideration    Authorization
            (1)                         (2)                 (3)             (4)           (5)            (6)             (7)
----------------------------  ------------------------  -------------  --------------  -----------  ---------------  -------------

       Metropolitan
          Edison Company

Medium Term Notes
                                                                                                     
8.05% Series                  MetEd                                      $30,000,000     3/1/2002     $ 30,000,000     Rule 42
9.10% Series                  MetEd                                      $30,000,000     6/3/2002     $ 30,000,000     Rule 42
5.93% Series                  MetEd                      $50,000,000                     6/3/2002     $ 50,000,000     Rule 42
                                                         -----------     -----------                  ------------
                                                         $50,000,000     $60,000,000                  $110,000,000
                                                         ===========     ===========                  ============

Unsecured Notes:
7.69% Series (Cowanesque)     MetEd                                      $    29,377     8/1/2002     $     29,377     Rule 42
                                                                         ===========                  ============

                                                             23







ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):


                                                               Principal
                                                        Amount or Stated Value
      Name of Issuer              Name of Company       ------------------------
            and               Acquiring, Redeeming or                Redeemed       Date of                     Commission
      Title of Issue            Retiring Securities     Acquired   and Retired    Transaction   Consideration  Authorization
            (1)                         (2)               (3)          (4)            (5)           (6)            (7)
----------------------------  ------------------------  ---------  -------------  ------------  -------------  -------------

       Pennsylvania
         Electric Company

Pollution Control Notes
                                                                                               
6.125% Series                 Penelec                               $   205,000     12/1/2002   $    205,000     Rule 42
                                                                    ===========                 =============

Unsecured Notes:
Variable Series E             Penelec                               $25,000,000      4/1/2002    $25,000,000     Rule 42
Variable Series E             Penelec                               $25,000,000    10/11/2002    $25,000,000     Rule 42
7.69% Series (Cowanesque)     Penelec                               $    14,689      8/1/2002    $    14,689     Rule 42
                                                                    -----------                  -----------
                                                                    $50,014,689                  $50,014,689
                                                                    ===========                  ===========

                                                             24







ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002


                                                                                                                      Owner's Book
                                           Security                     %                                              Value (In
                    Name                    Owned            Shares  Ownership         Nature of Business               thousands)
-----------------------------------------  --------      ----------  ---------    ------------------------------        ----------

                                                                                                          
Active Power Exchange Inc.                 Common Stock      92,378    0.01%      A developer of flywheel energy        $    267
                                                                                  storage system for use in
                                                                                  uninterruptible power supply and
                                                                                  other power quality applications

Akron Development Fund I, Ltd.             LLC                         7.92%      Provide financing to projects that     400,000
                                                                                  promote growth and development

APX                                        Series B-2 &                1.16%      Operates Internet-based exchanges        4,682
                                           Series C                               for the buying & selling of
                                           Preferred                              electricity, energy transmission
                                           Stock                                  and related products

Ballard Generation Systems, Inc.           Common Stock   1,490,301*   7.41%      Develop, manufacture and market         16,361
                                                                                  stationary fuel cell power systems

Ballard Power Systems, Inc.                Common Stock      99,400    0.12%      Develop, manufacture and market          1,100
                                                                                  fuel cells and related systems

CID Ohio Equity Capital                    LP                          7.50%      Venture capital investments in Ohio        152

Cleveland Development Partnership II       LP                          1.47%      Housing and urban development              548

Cleveland Civic Housing Fund               LLC                         4.00%      Housing and urban development              289

* Includes 490,300 nonvoting shares.

                                                               25






ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002 (Continued):


                                                                                                                        Owner's Book
                                           Security                     %                                                 Value (In
                    Name                    Owned            Shares  Ownership         Nature of Business                 thousands)
-----------------------------------------  --------      ----------  ---------    ------------------------------         -----------

                                                                                                           
Enertech Capital Partners II, LP           Limited                     2.20%      A venture capital fund which invests       1,367
                                           Partnership                            in energy-related technology or
                                                                                  service companies

Greater Reading Development Partnership    LP                          5.58%      Nonprofit business that provides              63
                                                                                  loans to development corps. to
                                                                                  assist in the development of
                                                                                  commercial real estate & multi-unit
                                                                                  homes in Reading, PA

Pantellos Corporation                      Common Stock     466,108    8.21%      Pantellos is an independent, electronic    8,394
                                                                                  marketplace focused on the utility
                                                                                  and energy services industries.

Silicon Energy                                                         0.28%      Back office services for Distributed         500
                                                                                  Generation services

Waterford Development Corporation          Common Stock                6.25%      Provides loans to development corps to         5
                                                                                  assist in the expansion and development
                                                                                  of C&I activities by providing
                                                                                  financial assistance to small,
                                                                                  emerging businesses.

                                                               26







ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 2002 (Continued):



                                                                                                                      Owner's Book
                                           Security                     %                                              Value (In
                    Name                    Owned            Shares  Ownership         Nature of Business               thousands)
-----------------------------------------  --------      ----------  ---------    ------------------------------        ----------

                                                                                                          
30 Misc. de minimis investments                                                                                             240

                                                               27






ITEM 6.  OFFICERS AND DIRECTORS
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                         FE
                                           FirstEnergy        ATSI          FELHC         FEFSG          FENOC       Properties
                                          --------------- -------------  ------------  -------------  ------------- -------------

                                                                                                      
H. Peter Burg                      (A)       CH,CEO,D         P,D            P,D            M           CH,CEO,D        P,D

Dr. Carol A. Cartwright            (A)          D

William F. Conway                  (A)          D                                                          D

Robert B. Heisler, Jr.             (A)          D

Robert L. Loughhead                (A)          D

Russell W. Maier                   (A)          D

John M. Pietruski                  (A)          D

Robert N. Pokelwaldt               (A)          D

Paul J. Powers                     (A)          D

Catherine A. Rein                  (A)          D

Robert C. Savage                   (A)          D

George M. Smart                    (A)          D

Adm. Carlisle A. H. Trost          (A)          D

Jesse T. Williams, Sr.             (A)          D

Dr. Patricia K. Woolf              (A)          D

                                                             28






ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                           FirstEnergy                                 FirstEnergy                      GPU
                                            Transfer          FECO           FES        Ventures         GPUAR        Capital
                                         ---------------- -------------  ------------ --------------  ------------  ------------

                                                                                                       
H. Peter Burg                      (A)          D            CEO,D            D             D              D             D

Dr. Carol A. Cartwright            (A)

William F. Conway                  (A)

Robert B. Heisler, Jr.             (A)

Robert L. Loughhead                (A)

Russell W. Maier                   (A)

John M. Pietruski                  (A)

Robert N. Pokelwaldt               (A)

Paul J. Powers                     (A)

Catherine A. Rein                  (A)

Robert C. Savage                   (A)

George M. Smart                    (A)

Adm. Carlisle A. H. Trost          (A)

Jesse T. Williams, Sr.             (A)

Dr. Patricia K. Woolf              (A)

                                                             29






ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                      
H. Peter Burg                      (A)         D            CH,CEO,D          D             P,D            D

Dr. Carol A. Cartwright            (A)

William F. Conway                  (A)                         D

Robert B. Heisler, Jr.             (A)

Robert L. Loughhead                (A)

Russell W. Maier                   (A)

John M. Pietruski                  (A)

Robert N. Pokelwaldt               (A)

Paul J. Powers                     (A)

Catherine A. Rein                  (A)

Robert C. Savage                   (A)

George M. Smart                    (A)

Adm. Carlisle A. H. Trost          (A)

Jesse T. Williams, Sr.             (A)

Dr. Patricia K. Woolf              (A)

                                                             30







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                         MARBEL         Met-Ed         MYR           OE         Penelec         CEI           TE
                                       ------------ ------------- -------------  ------------ ------------  ------------  ---------

                                                                                                         
H. Peter Burg                    (A)        D            P,D            D           P,D           P,D           P,D           P,D

Dr. Carol A. Cartwright          (A)

William F. Conway                (A)

Robert B. Heisler, Jr.           (A)

Robert L. Loughhead              (A)

Russell W. Maier                 (A)

John M. Pietruski                (A)

Robert N. Pokelwaldt             (A)

Paul J. Powers                   (A)

Catherine A. Rein                (A)

Robert C. Savage                 (A)

George M. Smart                  (A)

Adm. Carlisle A. H. Trost        (A)

Jesse T. Williams, Sr.           (A)

Dr. Patricia K. Woolf            (A)

                                                             31







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                        FE
                                          FirstEnergy         ATSI          FELHC          FEFSG         FENOC      Properties
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                   
Stanley C. Van Ness                (C)

Gelorma E. Persson                 (C)

Anthony J. Alexander               (A)      D,P,COO            D              D              M             D             D

Richard H. Marsh                   (A)      SVP,CFO        D,SVP,CFO          D          M,SVP,CFO      SVP,CFO      SVP,D,CFO

Leila L. Vespoli                   (A)       SVP,GC          SVP,GC         SVP,GC        SVP,GC        SVP,GC        SVP,GC

Earl T. Carey                      (A)

Harvey L. Wagner                   (A)      VP,C,CAO          VP,C                          VP           VP,C          VP,C

Nancy C. Ashcom                    (A)         S               S              S              S             S             S

Edward J. Udovich                  (A)         AS              AS             AS            AS            AS            AS

Thomas C. Navin                    (A)         T               T              T              T             T             T

Randy Scilla                       (A)         AT              AT             AT            AT            AT            AT

Jeffrey R. Kalata                  (A)         AC              AC                           AC            AC            AC

Paulette R. Chatman                (C)         AC              AC                           AC            AC            AC

Kevin J. Keough                    (A)

Arthur R. Garfield                 (A)                                                      CH

                                                             32







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          FirstEnergy                                   FirstEnergy                     GPU
                                            Transfer          FECO           FES         Ventures        GPUAR        Capital
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                   
Stanley C. Van Ness                (C)

Gelorma E. Persson                 (C)

Anthony J. Alexander               (A)         D            P,COO,D           D              D            P,D           P,D

Richard H. Marsh                   (A)         D           SVP,CFO,D      SVP,D,CFO      D,SVP,CFO     SVP,CFO,D     SVP,CFO,D

Leila L. Vespoli                   (A)                       SVP,GC         SVP,GC        SVP,GC        SVP,GC        SVP,GC

Earl T. Carey                      (A)                        SVP

Harvey L. Wagner                   (A)                        VP,C           VP,C          VP,C          VP,C          VP,C

Nancy C. Ashcom                    (A)        P,S              S              S              S             S             S

Edward J. Udovich                  (A)         AS              AS             AS            AS            AS            AS

Thomas C. Navin                    (A)         T               T              T              T             T             T

Randy Scilla                       (A)                         AT             AT            AT            AT            AT

Jeffrey R. Kalata                  (A)                         AC             AC            AC            AC            AC

Paulette R. Chatman                (C)                         AC             AC            AC            AC            AC

Kevin J. Keough                    (A)                       SVP,RP                          P

Arthur R. Garfield                 (A)                                        P

                                                             33







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                    
Stanley C. Van Ness                (C)                                                                                   D

Gelorma E. Persson                 (C)                                                                                   D

Anthony J. Alexander               (A)        P,D              D             P,D             D            D,P

Richard H. Marsh                   (A)     SVP,CFO,D                      SVP,CFO,D      SVP,CFO,D     SVP,CFO,D      SVP,CFO

Leila L. Vespoli                   (A)       SVP,GC                         SVP,GC        SVP,GC        SVP,GC       SVP,GC,D

Earl T. Carey                      (A)                                                                                  P,D

Harvey L. Wagner                   (A)        VP,C            VP,C           VP,C          VP,C          VP,C          VP,C

Nancy C. Ashcom                    (A)         S               S              S              S             S             S

Edward J. Udovich                  (A)         AS              AS             AS            AS            AS            AS

Thomas C. Navin                    (A)         T               T              T              T             T             T

Randy Scilla                       (A)         AT              AT             AT            AT            AT            AT

Jeffrey R. Kalata                  (A)         AC              AC             AC            AC            AC            AC

Paulette R. Chatman                (C)         AC              AC             AC            AC            AC            AC

Kevin J. Keough                    (A)        SVP

Arthur R. Garfield                 (A)

                                                             34







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                        MARBEL        Met-Ed          MYR            OE         Penelec        CEI           TE
                                      ------------ -------------- ------------- ------------- ------------ ------------- -----------

                                                                                                     
Stanley C. Van Ness             (C)

Gelorma E. Persson              (C)

Anthony J. Alexander            (A)        D             D             D             D             D            D             D

Richard H. Marsh                (A)     SVP,CFO      SVP,CFO,D         D         SVP,CFO,D     SVP,CFO,D    SVP,CFO,D     SVP,CFO,D

Leila L. Vespoli                (A)     SVP,GC        SVP,GC                       SVP,GC       SVP,GC        SVP,GC        SVP,GC

Earl T. Carey                   (A)        D            VP                          SVP           VP           SVP           SVP

Harvey L. Wagner                (A)      VP,C          VP,C                         VP,C         VP,C          VP,C          VP,C

Nancy C. Ashcom                 (A)        S             S                           S             S            S             S

Edward J. Udovich               (A)       AS            AS                           AS           AS            AS            AS

Thomas C. Navin                 (A)                      T                           T             T            T             T

Randy Scilla                    (A)       AT            AT                           AT           AT            AT            AT

Jeffrey R. Kalata               (A)                     AC                           AC           AC            AC            AC

Paulette R. Chatman             (C)                     AC                           AC           AC            AC            AC

Kevin J. Keough                 (A)                                                  RP

Arthur R. Garfield              (A)

                                                             35







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                        FE
                                          FirstEnergy         ATSI          FELHC          FEFSG         FENOC      Properties
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                      
Robert F. Saunders                 (A)                                                                  P,CNO,D

Lew W. Myers                       (A)                                                                  VP,COO

Gary R. Leidich                    (A)                                                                    EVP

Mark B. Bezilla                    (A)                                                                    VP

Douglas S. Elliott                 (B)                                                       P

Guy L. Pipitone                    (A)

Carole B. Snyder                   (A)

Mary Beth Carroll                  (A)

Stanley A. Szwed                   (A)                         VP                                                       VP

Lynn M. Cavalier                   (A)

Mark T. Clark                      (A)

Kathryn W. Dindo                   (A)

Michael J. Dowling                 (A)

Terrance G. Howson                 (C)

                                                             36







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          FirstEnergy                                   FirstEnergy                     GPU
                                            Transfer          FECO           FES         Ventures        GPUAR        Capital
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                   
Robert F. Saunders                 (A)

Lew W. Myers                       (A)

Gary R. Leidich                    (A)

Mark B. Bezilla                    (A)

Douglas S. Elliott                 (B)                                       SVP

Guy L. Pipitone                    (A)                                       SVP

Carole B. Snyder                   (A)                        SVP

Mary Beth Carroll                  (A)                         VP

Stanley A. Szwed                   (A)                         VP

Lynn M. Cavalier                   (A)                         VP

Mark T. Clark                      (A)                         VP

Kathryn W. Dindo                   (A)                       VP,CRO

Michael J. Dowling                 (A)                         VP

Terrance G. Howson                 (C)                         VP

                                                             37







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                  
Robert F. Saunders                 (A)                      P,CNO,D

Lew W. Myers                       (A)

Gary R. Leidich                    (A)

Mark B. Bezilla                    (A)

Douglas S. Elliott                 (B)

Guy L. Pipitone                    (A)

Carole B. Snyder                   (A)

Mary Beth Carroll                  (A)

Stanley A. Szwed                   (A)

Lynn M. Cavalier                   (A)

Mark T. Clark                      (A)

Kathryn W. Dindo                   (A)

Michael J. Dowling                 (A)

Terrance G. Howson                 (C)

                                                             38







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          MARBEL        Met-Ed           MYR            OE         Penelec        CEI         TE
                                       ------------- -------------- -------------- ------------- ------------- ----------- ---------

                                                                                                        
Robert F. Saunders               (A)

Lew W. Myers                     (A)

Gary R. Leidich                  (A)

Mark B. Bezilla                  (A)

Douglas S. Elliott               (B)

Guy L. Pipitone                  (A)

Carole B. Snyder                 (A)

Mary Beth Carroll                (A)

Stanley A. Szwed                 (A)                                                    VP                       VP          VP

Lynn M. Cavalier                 (A)

Mark T. Clark                    (A)

Kathryn W. Dindo                 (A)

Michael J. Dowling               (A)

Terrance G. Howson               (C)

                                                             39







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                        FE
                                          FirstEnergy         ATSI          FELHC          FEFSG         FENOC      Properties
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                     
Ali Jamshidi                       (A)

Charles E. Jones                   (A)

David C. Luff                      (A)

Thomas M. Welsh                    (A)

David W. Whitehead                 (A)                                                                                  VP

Bradford F. Tobin                  (A)

R. Joseph Hrach                    (B)

Steven F. Lux                      (A)                                       AVP

Lawrence P. Haren                  (E)

Arthur W. Yuan                     (B)                                                    VP,COO

William S. Skibitsky               (D)

William A Koertner                 (D)

Michael F. Knapp                   (D)

John A. Fluss                      (D)

                                                             40







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          FirstEnergy                                   FirstEnergy                     GPU
                                            Transfer          FECO           FES         Ventures        GPUAR        Capital
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                  
Ali Jamshidi                       (A)                       VP,CIO

Charles E. Jones                   (A)                        RVP

David C. Luff                      (A)                         VP

Thomas M. Welsh                    (A)                         VP

David W. Whitehead                 (A)                      VP,CETO

Bradford F. Tobin                  (A)                       VP,CPO

R. Joseph Hrach                    (B)                                       VP

Steven F. Lux                      (A)

Lawrence P. Haren                  (E)

Arthur W. Yuan                     (B)

William S. Skibitsky               (D)

William A Koertner                 (D)

Michael F. Knapp                   (D)

John A. Fluss                      (D)

                                                             41







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                      
Ali Jamshidi                       (A)

Charles E. Jones                   (A)                                                                                   D

David C. Luff                      (A)

Thomas M. Welsh                    (A)

David W. Whitehead                 (A)

Bradford F. Tobin                  (A)

R. Joseph Hrach                    (B)

Steven F. Lux                      (A)

Lawrence P. Haren                  (E)

Arthur W. Yuan                     (B)

William S. Skibitsky               (D)

William A Koertner                 (D)

Michael F. Knapp                   (D)

John A. Fluss                      (D)

                                                             42







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                       MARBEL       Met-Ed          MYR          OE          Penelec        CEI            TE
                                    ------------ -------------- ------------ ------------ ------------ -------------- -------------

                                                                                                  
Ali Jamshidi                   (A)

Charles E. Jones               (A)

David C. Luff                  (A)

Thomas M. Welsh                (A)

David W. Whitehead             (A)

Bradford F. Tobin              (A)

R. Joseph Hrach                (B)

Steven F. Lux                  (A)

Lawrence P. Haren              (E)      P,T

Arthur W. Yuan                 (B)

William S. Skibitsky           (D)                                P,CEO

William A Koertner             (D)                              SVP,CFO,T

Michael F. Knapp               (D)                                 GVP

John A. Fluss                  (D)                                 GVP

                                                             43







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                        FE
                                          FirstEnergy         ATSI          FELHC          FEFSG         FENOC      Properties
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                   
William H. Green                   (D)

Elaine Hughes                      (D)

Robert E. McDaniel                 (D)

Brian L. Smolinski                 (D)

James P. Urbas                     (D)

Greg R. Medici                     (D)

Roger D. Ruch                      (A)                                                       C

Alfred G. Roth                     (A)

Donald R. Schneider                (A)

Trent A. Smith                     (A)

Dennis M. Chack                    (K)

Paul W. Allison                    (K)

Thomas A. Clark                    (I)

Jeffrey A. Elser                   (I)

Ronald P. Lantzy                   (N)

                                                             44







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          FirstEnergy                                   FirstEnergy                     GPU
                                            Transfer          FECO           FES         Ventures        GPUAR        Capital
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                    
William H. Green                   (D)

Elaine Hughes                      (D)

Robert E. McDaniel                 (D)

Brian L. Smolinski                 (D)

James P. Urbas                     (D)

Greg R. Medici                     (D)

Roger D. Ruch                      (A)

Alfred G. Roth                     (A)                                        VP

Donald R. Schneider                (A)                                        VP

Trent A. Smith                     (A)                                        VP

Dennis M. Chack                    (K)                         RP

Paul W. Allison                    (K)                        RVP

Thomas A. Clark                    (I)                         RP

Jeffrey A. Elser                   (I)                        RVP

Ronald P. Lantzy                   (N)                         RP

                                                             45







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------
                                                                                                  

William H. Green                   (D)

Elaine Hughes                      (D)

Robert E. McDaniel                 (D)

Brian L. Smolinski                 (D)

James P. Urbas                     (D)

Greg R. Medici                     (D)

Roger D. Ruch                      (A)

Alfred G. Roth                     (A)

Donald R. Schneider                (A)

Trent A. Smith                     (A)

Dennis M. Chack                    (K)

Paul W. Allison                    (K)

Thomas A. Clark                    (I)

Jeffrey A. Elser                   (I)

Ronald P. Lantzy                   (N)

                                                             46







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                      MARBEL        Met-Ed         MYR           OE         Penelec        CEI           TE
                                   ------------- ------------- ----------- --------------- ----------- ------------- ------------

                                                                                                 
William H. Green               (D)                                 SVP

Elaine Hughes                  (D)                                  VP

Robert E. McDaniel             (D)                                  VP

Brian L. Smolinski             (D)                                  VP

James P. Urbas                 (D)                                  VP

Greg R. Medici                 (D)                                 C,AT

Roger D. Ruch                  (A)

Alfred G. Roth                 (A)

Donald R. Schneider            (A)

Trent A. Smith                 (A)

Dennis M. Chack                (K)                                                                         RP

Paul W. Allison                (K)                                                                         VP

Thomas A. Clark                (I)                                               RP

Jeffrey A. Elser               (I)                                              RVP

Ronald P. Lantzy               (N)                                               RP

                                                             47







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                                                                        FE
                                          FirstEnergy         ATSI          FELHC          FEFSG         FENOC      Properties
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                  
Stephen E. Morgan                  (A)

James M. Murray                    (L)

Jack A. Kline                      (O)

Steven A. Schumacher               (O)

John E. Paganie                    (M)

Jacqueline L. Roth                 (M)

Donald M. Lynch                    (J)

Steven E. Strah                    (C)

Steven L. Feld                     (C)

Gerald B. Engen, Jr.               (D)

Michael D. Cooper                  (D)

Richard S. Swartz, Jr.             (D)

Steven T. Theis                    (D)

William R. Kanda                   (G)                                                                    VP

L. W. Pearce                       (A)                                                                    VP

                                                             48







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                          FirstEnergy                                   FirstEnergy                     GPU
                                            Transfer          FECO           FES         Ventures        GPUAR        Capital
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                   
Stephen E. Morgan                  (A)                         VP

James M. Murray                    (L)                         RP

Jack A. Kline                      (O)                         RP

Steven A. Schumacher               (O)                        RVP

John E. Paganie                    (M)                         RP

Jacqueline L. Roth                 (M)                        RVP

Donald M. Lynch                    (J)                         RP

Steven E. Strah                    (C)                         RP

Steven L. Feld                     (C)                        RVP

Gerald B. Engen, Jr.               (D)

Michael D. Cooper                  (D)

Richard S. Swartz, Jr.             (D)

Steven T. Theis                    (D)

William R. Kanda                   (G)

L. W. Pearce                       (A)

                                                             49







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                                                             GPU                          GPU
                                             GPUDH            GPUN          Power          GPUS         Telcom         JCP&L
                                         --------------- --------------- ------------- -------------- ------------ --------------

                                                                                                  
Stephen E. Morgan                  (A)

James M. Murray                    (L)

Jack A. Kline                      (O)

Steven A. Schumacher               (O)

John E. Paganie                    (M)

Jacqueline L. Roth                 (M)

Donald M. Lynch                    (J)

Steven E. Strah                    (C)

Steven L. Feld                     (C)

Gerald B. Engen, Jr.               (D)

Michael D. Cooper                  (D)

Richard S. Swartz, Jr.             (D)

Steven T. Theis                    (D)

William R. Kanda                   (G)

L. W. Pearce (A)

                                                             50







ITEM 6.  OFFICERS AND DIRECTORS (Continued)
PART I.  AS OF DECEMBER 31, 2002


                                      MARBEL        Met-Ed         MYR          OE         Penelec       CEI          TE
                                   ------------- ------------- ------------ ------------ ------------ ---------- -------------

                                                                                               
Stephen E. Morgan              (A)

James M. Murray                (L)                                                                                    RP

Jack A. Kline                  (O)

Steven A. Schumacher           (O)

John E. Paganie                (M)

Jacqueline L. Roth             (M)

Donald M. Lynch                (J)

Steven E. Strah                (C)

Steven L. Feld                 (C)

Gerald B. Engen, Jr.           (D)                              VP,CLO,S

Michael D. Cooper              (D)                                 VP

Richard S. Swartz, Jr.         (D)                                 VP

Steven T. Theis                (D)                                 VP

William R. Kanda               (G)

L. W. Pearce                   (A)

                                                             51






ITEM 6.  OFFICERS AND DIRECTORS (continued)
PART I.  AS OF DECEMBER 31, 2002


(A)      Address is 76 South Main St., Akron, Ohio  44308

(B)      Address is 395 Ghent Road, Akron, Ohio 44308

(C)      Address is 300 Madison Ave., Morristown, New Jersey  07962

(D)      Address is 1701 West Golf Road, Rolling Meadows, Illinois  60008

(E)      Address is 104 Sixth Street, SW, Canton, Ohio  44702

(F)      Not used

(G)      Address is 10 Center Road, Perry, Ohio 44081

(H)      Address is 5501 North State Route 2, Oak Harbor, Ohio  43449

(I)      Address is 730 South Ave., Youngstown, Ohio 44502

(J)      Address is 521 Main Street, Allenhurst, NJ 07711

(K)      Address is 6896 Miller Road, Brecksville, Ohio 44141

(L)      Address is 300 Madison Ave., Toledo, Ohio 43652

(M)      Address is 5404 Evans Road, Erie, PA 16509

(N)      Address is 410 Park Ave., West, Mansfield, Ohio 44906

(O)      Address is 2800 Pottsville Pike, Reading, PA 19605

(P)      Address is Route 168, Shippingport, PA 15077

                                       52




ITEM 6.  OFFICERS AND DIRECTORS (continued)
PART I.  AS OF DECEMBER 31, 2002


Key         Position Held
---         -------------
AC          Assistant Controller
AS          Assistant Corporate Secretary
AT          Assistant Treasurer
AVP         Assistant Vice President
C           Controller
CAO         Chief Accounting Officer
CEO         Chief Executive Officer
CETO        Chief Ethics Officer
CFO         Chief Financial Officer
CH          Chairman
CIO         Chief Information Officer
CLO         Chief Legal Officer
CNO         Chief Nuclear Officer
COO         Chief Operating Officer
CPO         Chief Procurement Officer
CRO         Chief Risk Officer
D           Director
GC          General Counsel
GVP         Group Vice President
M           Manager
P           President
RP          Region President
RVP         Region Vice President
S           Corporate Secretary
SVP         Senior Vice President
T           Treasurer
VP          Vice President

                                       53





ITEM 6.  OFFICERS AND DIRECTORS (continued)
PART II.  AS OF DECEMBER 31, 2002


     Name of Officer            Name and Location            Position Held             Applicable
       or Director           of Financial Institution   in Financial Institution     Exception Rule
     ---------------         ------------------------   ------------------------    -----------------

                                                                                
Robert B. Heisler, Jr. (1)    KeyCorp.                    Executive Vice                  70
                              Cleveland, OH               President

                              McDonald Investments        Director                        70
                              Cleveland, OH

Dr. Carol A. Cartwright       KeyCorp.                    Director                        70
                              Cleveland, OH

Catherine A. Rein             Bank of New York            Director                        70
                              New York, NY

                              New England Financial,      Director                        70
                              Inc.
                              Boston, MA

John M. Pietruski             Lincoln National            Director                        70
                              Corporation
                              Philadelphia, PA

Russell W. Maier              Unizan Financial Corp.      Director                        70
                              Canton, OH

George M. Smart               Unizan Financial Corp.      Director                        70
                              Canton, OH

Dr. Patricia K. Woolf  (2)    The Capital Group           Director                        70
                              New York, NY

                              National Life Holding       Director                        70
                              Company of Vermont
                              Montpelier, VT

Stanley C. Van Ness           The Prudential Insurance    Director                        70
                              Company of America
                              Newark, NJ

                                            54






ITEM 6.  OFFICERS AND DIRECTORS (continued)
PART II.  AS OF DECEMBER 31, 2002 (continued)


(1)  Mr.  Heisler is also  Chairman of the Board,  CEO and  Director of KeyBank,
     N.A.,  the  commercial  banking  subsidiary  of  KeyCorp.,  Director of Key
     Capital  Partners,  Director of Key Trust,  Director of Champion  Financial
     Services, Inc. and Director of Key Bank Life Insurance Company.

(2)  Dr. Woolf is also Director of Growth Fund of America,  Director of American
     Balance  Fund,  Director of Income  Fund of America,  Director of Small Cap
     World Fund,  Trustee for Fundamental  Investors and Trustee for New Economy
     Fund - The Capital Group.


PART III.

Information  concerning the compensation  and other related  information for the
Officers and Directors of FirstEnergy  and its subsidiary  companies is filed as
Exhibit F-1 to this Form U5S.

                                       55






ITEM 7.  CONTRIBUTIONS AND PUBLIC RELATIONS


Name of Company                                                                    Account
    Name of Beneficiary                                        Purpose             Charged          Amount
    -------------------                                        -------             -------         --------

FirstEnergy Service Company:
---------------------------
                                                                                          
 Salary and Expenses - Public
   Affairs Activities                                            (2)                 (3)           $1,420,329
 Coleman Victory Committee-Building Fund                         (1)                 (3)               10,000
 Democratic Congressional Campaign
   Committee                                                     (1)                 (3)               31,800
 Democratic National Campaign Committee                          (1)                 (3)               20,000
 DSCC Building Fund                                              (1)                 (3)               51,000
 Eisenhower Center Building Fund                                 (1)                 (3)               97,000
 Hope Street Kids                                                (1)                 (3)               10,000
 National Republican Senatorial Campaign                         (1)                 (3)               75,000
 NRCC Building Fund                                              (1)                 (3)               25,000
 Nuclear Energy Institute                                        (1)                 (3)               16,508
 President's Dinner                                              (2)                 (3)               25,000
 Progress & Freedom                                              (1)                 (3)               25,000
 Progress & Freedom Foundation                                   (1)                 (3)               50,000
 Rendell Inaugural Committee                                     (1)                 (3)               20,000
 Republican Governors Association                                (1)                 (3)               75,000
 Taft-Bradley Inaugural Committee                                (1)                 (3)               10,000
 State & Local Ballot Issue                                      (1)                 (3)              166,750
 Other Contributions and Other
   Expenses under $10,000                                      (1) & (2)             (3)               95,785
                                                                                                    ---------

   Company total                                                                                   $2,224,172
                                                                                                    ---------

Ohio Edison Company:
-------------------
 Salary & Expenses - Public
   Affairs Activities                                            (2)                 (3)           $       31
                                                                                                    ---------

   Company total                                                                                   $       31
                                                                                                    ---------

Jersey Central Power & Light Company
------------------------------------
Metropolitan Edison Company
---------------------------
Pennsylvania Electric Company
-----------------------------


All payments relating to (1) any political party, candidate for public office or holder of such office, or any
committee  or agent  therefor;  or (2) any citizens  group,  or public  relations  counsel are reported on GPU
Service, Inc.'s Form U-13-60 and are therefore excluded from this filing.



Notes:  (1)  Contribution or membership fee.
        (2)  Public relations services.
        (3)  Income deduction.

                                                      56






ITEM 8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS

Part I.

                                                       Serving           Receiving
Transaction                                            Company            Company             Compensation
                                                       -------           ---------           --------------
                                                                                             (In Thousands)
                                                                                         
Morristown Headquarters                                 JCP&L             Met-Ed                  $   933
building costs                                            "               Penelec                   1,061
                                                          "
Revenues associated with the                            JCP&L             GPU Telcom                1,752
use of company assets

Allenhurst Remittance Center                            JCP&L             Penelec                      28
building costs                                            "               Met-Ed                       25
                                                                                                   ------
Total JCP&L                                                                                       $ 3,799
                                                                                                   ======


Occupancy charges related to                            Met-Ed            JCP&L                   $ 2,028
the Pottsville Pike facility                               "              Penelec                   1,865

Revenues associated with                                Met-Ed            GPU Telcom                1,438
the use of company assets

Occupancy charges related to                            Met-Ed            JCP&L                       121
the Bethel Meter Shop facility                             "              Penelec                      74

Occupancy charges related to                            Met-Ed            JCP&L                        66
the TMI-1 Circuit building
                                                                                                   ------
Total Met-Ed                                                                                      $ 5,592
                                                                                                   ======


Revenues associated with the                            Penelec           GPU Telcom              $ 1,488
use of company assets

Other                                                   Penelec           Met-Ed                       16
                                                                                                   ------
Total Penelec                                                                                     $ 1,504
                                                                                                   ======


Revenues associated with various                        MYR               JCP&L                     2,130
distribution projects
                                                                                                   ------
Total MYR                                                                                         $ 2,130
                                                                                                   ======


Note:
Excludes transactions included in the FirstEnergy's Semi-Annual Rule 24 filed on September 3, 2002 and May 1,
2003. (File no. 70-9793 and 70-9941)

                                                      57






ITEM 8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)

Part I. (Continued)

A Mutual  Assistance  Agreement,  approved by the  Pennsylvania  Public  Utility
Commission by order dated December 15, 1993, between and among Met-Ed,  Penelec,
JCP&L,  GPUN and GPUS  covering  various  affiliate  transactions  in goods  and
services remains in effect at year-end.

Service  Agreement,  between GPUS and GPU AR dated as of June 30, 1997  covering
various  affiliate  transactions  in goods  and  services  remains  in effect at
year-end.

Agreement between and among JCP&L, Met-Ed,  Penelec, GPUS, GPU AR and GPU Telcom
dated as of April 25, 1997 covering various  affiliate  transactions in services
remains in effect at year-end.

Services  provided by MYR to other system  companies are  performed  pursuant to
individual, oral agreements rather than pursuant to written, ongoing contracts.

Part II.


  None.


Part III.


  None.

                                       58




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

EXEMPT WHOLESALE GENERATORS (EWG):
---------------------------------

FirstEnergy Generation Corp. (GenCo)
------------------------------------

Part I.

(a)     At December 31, 2002,  FirstEnergy  Solutions Corp.  (FES) owned 100% of
        GenCo,  an Ohio  corporation  that operates fossil plants and the Seneca
        pumped  storage  plant and sells all its output at  wholesale  prices to
        FES.

(b)     At December 31, 2002, FES had an investment of $(20,591,000) in GenCo.

(c)     Ratio of debt to common equity - 16.52:1.

        Accumulated earnings of GenCo - $2,387,640

(d)     See (a) above


Part II.

An organizational  chart showing the relationship of FES to GenCo is provided in
Exhibit H-1.

Filed pursuant to request for confidential  treatment,  financial  statements of
GenCo as of and for the year ended  December  31,  2002 are  provided in Exhibit
I-1.

                                       59



ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

GPU Power, Inc.
---------------

Part I.

(a)     At December 31, 2002, FirstEnergy Corp. owned 100% of GPU Power, Inc., a
        Delaware corporation established to make investments in EWGs, own and/or
        operate  eligible  facilities  and  to  engage  in  project  development
        activities for eligible facilities.

(b)     At December 31, 2002,  FirstEnergy  had an investment of  $87,859,973 in
        GPU Power, Inc.

(c)     Ratio of debt to common equity - Not applicable.

        Accumulated earnings of GPU Power, Inc. - $5,872,819

(d)     None.


Part II.

An  organizational  chart showing the  relationship of GPU Power,  Inc. to other
EWGs in which it has an interest is provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  consolidating  financial
statements of GPU Power, Inc. as of and for the year ended December 31, 2002 are
provided in Exhibit I-1.

                                       60




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

EI Canada Holding Limited,  EI Brooklyn Power Limited,  EI Brooklyn  Investments
Limited and EI Services Canada Limited
--------------------------------------------------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,  Inc.  (GPU  Power),  through  its
        wholly-owned  subsidiary  EI Canada  Holding  Limited,  owned 100% of EI
        Services  Canada  Limited and EI Brooklyn  Power Ltd. EI Brooklyn  Power
        Ltd. owns 100% of EI Brooklyn Investments Ltd.

(b)     At December 31, 2002,  GPU Power had an  investment  of $(177,669) in EI
        Canada Holding Limited and subsidiaries.

(c)     Ratio  of debt  to  common  equity  of EI  Canada  Holding  Limited  and
        subsidiaries - Not applicable

        Accumulated  losses of EI Canada  Holding  Limited  and  subsidiaries  -
        $10,530,026

(d)     None.


Part II.

An organizational chart showing the relationship of GPU Power, Inc. to EI Canada
Holding Limited and subsidiaries is provided in Exhibit H-2.

Filed pursuant to request for confidential treatment, financial statements of EI
Canada Holding  Limited and  subsidiaries  as of and for the year ended December
31, 2002 are provided in Exhibit I-1 as part of GPU Power, Inc.'s  consolidating
financial statements.

                                       61




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

Guaracachi America, Inc. and Empresa Guaracachi S.A.
----------------------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,  Inc.,  through  its  wholly-owned
        subsidiary Guaracachi America,  Inc., owned 50.00% of Empresa Guaracachi
        S.A.

        Empresa   Guaracachi  S.A.  is  a  Bolivian   corporation  having  three
        facilities  located in  Bolivia in and around the cities of Santa  Cruz,
        Sucre  and  Potosi.  It is an  electric  generating  company  having  an
        aggregate capacity of 295 megawatts.

(b)     At December 31, 2002,  FirstEnergy  through its wholly-owned  subsidiary
        GPU Power,  Inc., had an investment of $50,412,676 in Empresa Guaracachi
        S.A.

(c)     Ratio of debt to common equity of Empresa Guaracachi S.A. - .30:1

        Accumulated earnings of Empresa Guaracachi S.A. - $7,289,166

(d) None.

Part II.

An  organizational  chart showing the relationship of GPU Power, Inc. to Empresa
Guaracachi S.A. is provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  financial  statements of
Empresa  Guaracachi  S.A.  as of and for the year ended  December  31,  2002 are
provided in Exhibit  I-1 as part of GPU Power,  Inc.'s  consolidating  financial
statements.

                                       62




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

EI Barranquilla, Inc. and Termobarranquilla S.A.
------------------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,  Inc.,  through  its  wholly-owned
        subsidiary   EI   Barranquilla,   Inc.,   owned  a  28.6%   interest  in
        Termobarranquilla S.A. Empresa de Servicios Publicos (TEBSA).

        TEBSA  consists of two  gas-fired  generating  plants with an  aggregate
        capacity  of  890  megawatts   located  near   Barranquilla,   Colombia.
        Electricity  generated  by  these  plants  will be  sold to  Corporacion
        Electrica de la Costa Atlantica (Corelca) under a 20-year contract.

(b)     As of December 31, 2002, GPU Power Inc. had an investment of $59,708,658
        in TEBSA,  which has been impaired to zero through  purchase  accounting
        adjustments made at FirstEnergy.

        As of December 31, 2002,  a guarantee of amounts up to  $21,250,000  was
        made by  FirstEnergy  for the  benefit of the Bankers  Trust  Company as
        collateral agent on behalf of the Secured Parties in connection with the
        obligations under certain loan agreements.

(c)     Ratio of debt to common equity of TEBSA - .20:1

        Accumulated earnings of TEBSA - Excluded from FirstEnergy's earnings due
        to the impairment of the investment as noted in (b) above.

(d) See GPUI Colombia, Ltda. Item I, Part (d).


Part II.

An organization  chart showing the  relationship of GPU Power,  Inc. to TEBSA is
provided in Exhibit H-2.

                                       63




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

Barranquilla Lease Holding, Inc. and Los Amigos Leasing Company, Ltd.
---------------------------------------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,  Inc.,  through  its  wholly-owned
        subsidiary  Barranquilla  Lease Holding,  Inc., owned a 100% interest in
        Los Amigos Leasing Company, Ltd. (Leaseco).

        Leaseco,  which is a Bermuda  corporation,  had procured equipment to be
        used by and leased to TEBSA. Pursuant to a lease agreement, Leaseco will
        deliver certain non-Colombian equipment related to TEBSA, and TEBSA will
        make lease  payments  equal to the  interest and  principal  payments of
        Leaseco.

(b)     FirstEnergy,  indirectly through its wholly-owned  subsidiary GPU Power,
        Inc., has invested $12,000 in Leaseco to capitalize the company.

(c)     Ratio of debt to common equity of Leaseco - 21,384:1

        Accumulated earnings of Leaseco - NONE

(d)     Pursuant  to  the  lease   agreement,   Leaseco  will  deliver   certain
        non-Colombian  equipment  related  to the  project  to TEBSA  during the
        construction  period.  TEBSA  will  lease the  imported  equipment  from
        Leaseco during an interim lease term during the construction  period and
        subsequently during a 15 year basic lease term. During the interim lease
        term,  TEBSA  will pay  rent to  Leaseco  to  reimburse  it for  certain
        expenses,  including interest incurred during  construction.  During the
        basic lease term,  TEBSA will make lease  payments equal to the interest
        and principal payments of Leaseco.


Part II.

An  organizational  chart showing the relationship of GPU Power, Inc. to Leaseco
is provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  financial  statements of
Barranquilla Lease Holding,  Inc. as of and for the year ended December 31, 2002
are provided in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial
statements.

Filed pursuant to request for confidential  treatment,  financial  statements of
Leaseco as of and for the year ended  December  31, 2002 are provided in Exhibit
I-1.

                                       64




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

EI International and GPUI Colombia, Ltda.
-----------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,  Inc.,  through  its  wholly-owned
        subsidiary EI  International,  owned a 100%  interest in GPUI  Colombia,
        Ltda.

        GPUI Colombia, Ltda. has entered into an operation and maintenance (O&M)
        agreement  with TEBSA to provide  management  services to TEBSA over its
        20-year contract with Corelca. Fees for these management services are in
        accordance with the terms and conditions of the O&M agreement.

(b)     At December 31, 2002,  FirstEnergy  indirectly  through its wholly-owned
        subsidiary  GPU Power,  Inc.,  had an  investment  of $1,866,123 in GPUI
        Colombia, Ltda.

        GPUI has guaranteed the obligations of GPU Power,  Inc.'s  subsidiaries,
        GPUI  Colombia,  Ltda.  and  International  Power  Advisors,  Inc.  (the
        Operators),  under the O&M agreement in the TEBSA  project.  Pursuant to
        the guarantee,  GPUI has guaranteed the performance of the Operators, of
        which the limit of liability is $5,825,000.

(c)     Ratio of debt to common equity of GPUI Colombia, Ltda. - Not applicable.

        Accumulated earnings of GPUI Colombia, Ltda. - $1,856,123.

(d)     See (a) above.


Part II.

An  organizational  chart showing the  relationship  of GPU Power,  Inc. to GPUI
Colombia, Ltda. is provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  financial  statements of
GPUI Colombia, Ltda. as of and for the year ended December 31, 2002 are provided
in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements.

                                       65



ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
----------------------------------

International Power Advisors, Inc.
----------------------------------

Part I.

(a)     At December 31, 2002, GPU Power, Inc. owned 100% of International  Power
        Advisors,  Inc.  (IPA),  a Delaware  corporation  established to provide
        technical services to EWGs.

        IPA has entered into an operation and  maintenance  (O&M) agreement with
        TEBSA to provide technical services and technical  assistance in the O&M
        of the  generating  facilities of TEBSA.  Fees for these services are in
        accordance with the terms and conditions of the O&M agreement.  This IPA
        fee was cancelled in January 2002.

(b)     At December 31, 2002,  FirstEnergy,  indirectly through its wholly-owned
        subsidiary GPU Power, Inc, had an investment of $3,962,098 in IPA.

(c)     Ratio of debt to common equity - Not applicable.

        Accumulated earnings of IPA - $3,961,998

(d)     See (a) above.


Part II.

An  organizational  chart showing the relationship of GPU Power,  Inc. to IPA is
provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  financial  statements of
IPA as of and for the year ended  December  31, 2002 are provided in Exhibit I-1
as part of GPU Power, Inc.'s consolidating financial statements.

                                       66




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
---------------------------------

GPU Power Philippines, Inc. and Magellan Utilities Development Corporation
--------------------------------------------------------------------------

Part I.

(a)     At  December  31,  2002,  GPU  Power,   Inc.  through  its  wholly-owned
        subsidiary, GPU Power Philippines, Inc. owned a 40% interest in Magellan
        Utilities Development Corporation (MUDC).

        MUDC, a Philippine corporation,  has postponed the construction of a 300
        MW  coal  generating   plant  on  the  south  shore  of  Bantangas  Bay,
        Philippines,  as a result of the  devaluation of the Asian  currency,  a
        delay in securing construction permits and lower than expected growth in
        electricity demand.

        The terms of a 25 year power  purchase  agreement  with Manila  Electric
        Company have been renegotiated with an April 2004 in-service date.

(b)     None.

(c)     Ratio of debt to common  equity - GPU Power,  Inc.  has not made  equity
        contributions to GPU Power Philippines, Inc. as of December 31, 2002.

        Accumulated earnings - None.

(d) None.


Part II.

An  organizational  chart showing the relationship of GPU Power, Inc. to MUDC is
provided in Exhibit H-2.

Filed pursuant to request for confidential  treatment,  financial  statements of
GPU Power  Philippines,  Inc. as of and for the year ended December 31, 2002 are
provided in Exhibit  I-1 as part of GPU Power,  Inc.'s  consolidating  financial
statements.

                                       67




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

FOREIGN UTILITY COMPANIES (FUCO)):
--------------------------------

GPU Capital, Inc.
-----------------

Part I.

(a)     At December 31,  2002,  FirstEnergy  owned 100% of GPU Capital,  Inc., a
        Delaware  corporation  established  to make  investments  in FUCOs,  own
        and/or operate eligible  facilities and to engage in project development
        activities for eligible facilities.

(b)     As of December 31, 2002,  FirstEnergy  has an investment of $184,222,553
        in GPU Capital, Inc.

(c)     Ratio of debt to common equity - Not applicable.  Accumulated  losses of
        GPU Capital, Inc. - $96,412,763.

(d)     None.


Part II:

An organizational  chart showing the relationship of GPU Capital,  Inc. to other
FUCO's in which it has an interest is provided in Exhibit H-3.

Filed pursuant to request for confidential  treatment,  consolidating  financial
statements of GPU Capital,  Inc. as of and for the year ended  December 31, 2002
are provided in Exhibit I-1.

                                       68



ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------

GPU Electric, Inc.
------------------

Part I.

(a)     At December 31,  2002,  GPU Capital,  Inc.  owned 100% of GPU  Electric,
        Inc., a Delaware  corporation  established to make investments in FUCOs,
        own  and/or  operate  eligible  facilities  and  to  engage  in  project
        development activities for eligible facilities.

(b)     FirstEnergy indirectly through its wholly owned subsidiary, GPU Capital,
        Inc. has an investment of $191,469,699 in GPU Electric, Inc.

(c)     Ratio of debt to common equity - Not applicable.  Accumulated earnings -
        $31,881,693

(d)     None


Part II:

An organizational chart showing the relationship of GPU Electric,  Inc. to other
FUCO's in which it has an interest is provided in Exhibit H-3.

Filed pursuant to request for confidential  treatment,  financial  statements of
GPU Electric,  Inc. as of and for the year ended  December 31, 2002 are provided
in  Exhibit  I-1  as  part  of  GPU  Capital,   Inc.'s  consolidating  financial
statements.

                                       69




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------

EI UK Holdings, Inc., Aquila Sterling Holdings LLC, Avon Energy
---------------------------------------------------------------
Partners Holdings and Midlands Electricity plc
----------------------------------------------

Part I.

(a)     At December  31,  2002,  GPU  Electric,  Inc.  through its  wholly-owned
        subsidiary EI UK Holdings,  Inc.  (EIUK),  own 20.1% voting  interest of
        Aquila  Sterling  Holdings,  Inc.  (ASH).  ASH owned 100% of Avon Energy
        Partners  Holdings,  which in turn owned 100% of  Midlands  Electricity,
        plc.

        Midlands  is an English  regional  electric  company  which  distributes
        electricity  to 2.3  million  customers  in  England.  Midlands  is also
        engaged in non-regulated  activities,  including electricity generation,
        electricity contracting, metering services and related businesses.

(b)     FirstEnergy indirectly through its wholly-owned subsidiary GPU Electric,
        Inc., has an investment of approximately $13,813,489 million in ASH.

(c)     Ratio of debt to common equity - not applicable.

(d)     None.


Part II:

An  organizational  chart  showing the  relationship  of GPU  Electric,  Inc. to
Midlands is provided in Exhibit H-3.

                                       70



ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

FOREIGN UTILITY COMPANIES (FUCO): (Continued)
--------------------------------

GPU Australia Holdings, Inc., and Austran Holdings, Inc.
--------------------------------------------------------

Part I:

(a)     At December  31,  2001,  GPU  Electric,  Inc.  through its  wholly-owned
        subsidiary GPU Australia  Holdings,  Inc.  (Australia  Holdings) owned a
        100% in Austran Holdings.  On December 7, 2001,  Australia Holdings sold
        its  investment  in GPU GasNet Pty.  Ltd.  and  subsidiaries  through an
        initial public offering generating net cash proceeds of $125 million.

(b)     Not applicable.

(c)     Ratio of debt to common equity - not applicable.

(d)     None.


Part II:

An  organizational  chart showing the relationship of GPU Electric,  Inc. to GPU
Australia Holdings, Inc. and Austran Holdings, Inc. is provided in Exhibit H-3.

                                       71




ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

FOREIGN UTILITY COMPANIES  (FUCO): (Continued)
---------------------------------

GPU Argentina Holdings, Inc., GPU Argentina Services, Emdersa
-------------------------------------------------------------

Part I:

(a)     At December 31, 2002,  GPU Electric,  Inc.  owned a 100% interest in GPU
        Argentina  Holdings,  Inc.,  which in turn  owns  100% of GPU  Argentina
        Services,  which in turn owns 100% of Emdersa.  Emdersa is an  Argentina
        regional  electric  distribution  company in the San Luis, La Rioja, and
        Salta regions of Argentina.  Emdersa conducts non-regulated  activities,
        including  electricity  generation,  electricity  contracting,  metering
        services and related businesses.

(b)     At December 31, 2002,  FirstEnergy  indirectly  through its wholly-owned
        subsidiary  GPU  Electric,  Inc.,  has an  investment  of  approximately
        ($35,465,791) million in GPU Argentina Holdings, Inc.

(c)     Ratio of debt to common equity of Emdersa - 1.81 : 1 Accumulated  losses
        of Emdersa - $87,476,558.

(d)     None.


Part II:

An  organizational  chart  showing the  relationship  of GPU  Electric,  Inc. to
Emdersa is provided in Exhibit H-3.

Filed pursuant to request for confidential  treatment,  financial  statements of
GPU Argentina Holdings,  Inc., GPU Argentina Services, and Emdersa as of and for
the year ended  December  31,  2002 are  provided  in Exhibit I-1 as part of GPU
Capital, Inc.'s consolidating financial statements.

                                       72



ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)


Part III.

FirstEnergy's aggregate investment in EWG's and FUCO's at December 31, 2002, was
as follows*:

                      EWG's:                    $945,860,000
                      FUCO's:                   $287,776,000

FirstEnergy's aggregate capital investment in domestic public utility subsidiary
companies at December 31, 2002 was approximately $11,011,627,000.

Ratio of  FirstEnergy's  aggregate  investment  of  EWG's  and  FUCO's  to GPU's
aggregate investment in domestic public utility subsidiary companies at December
31, 2002, was as follows:

                      EWG's:                    .08:1
                      FUCO's:                   .03:1



*       Pursuant to Rule  53(a)(1)(i)  under the Public Utility  Holding Company
        Act of 1935, aggregate investment as stated herein Part III includes all
        amounts  invested,  or  committed  to be  invested,  in foreign  utility
        companies (FUCO) and exempt wholesale  generators (EWG), for which there
        is recourse, directly or indirectly, to the registered holding company.

                                       73





ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS

                                                                                         Page
Consolidating Financial Statements, Schedules and Notes                                  -----
                                                                                    
-       Report of Independent Public Accountants.                                        75

-       Consolidating Financial Statements of FirstEnergy Corp.                         76-110
        for 2002.

-       Notes 1 through 12 to  Consolidated  Financial  Statements  incorporated
        herein by reference,  in Exhibit A (page 111), in the FirstEnergy  Corp.
        Annual Report on Form 10-K/A for 2002, filed on May 9, 2003.

-       Notes 1  through 8 to  Consolidated  Financial  Statements  incorporated
        herein by reference, in Exhibit A (page 111), in the Ohio Edison Company
        Annual Report on Form 10-K for 2002.

-       Notes 1  through 9 to  Consolidated  Financial  Statements  incorporated
        herein by  reference,  in  Exhibit A (page  111),  in the The  Cleveland
        Electric Illuminating Company Annual Report on Form 10-K for 2002.

-       Notes 1  through 9 to  Consolidated  Financial  Statements  incorporated
        herein by  reference,  in Exhibit A (page 111), in the The Toledo Edison
        Company Annual Report on Form 10-K for 2002.

-       Notes 1  through 7 to  Consolidated  Financial  Statements  incorporated
        herein by reference,  in Exhibit A (page 111), in the Pennsylvania Power
        Company Annual Report on Form 10-K for 2002.

-       Notes 1  through 9 to  Consolidated  Financial  Statements  incorporated
        herein by  reference,  in Exhibit A (page  111),  in the Jersey  Central
        Power & Light Company Annual Report on Form 10-K for 2002.

-       Notes 1  through 9 to  Consolidated  Financial  Statements  incorporated
        herein by reference, in Exhibit A (page 111), in the Metropolitan Edison
        Company Annual Report on Form 10-K for 2001.

-       Notes 1  through 9 to  Consolidated  Financial  Statements  incorporated
        herein by  reference,  in  Exhibit  A (page  111),  in the  Pennsylvania
        Electric Company Annual Report on Form 10-K for 2002.

-       Exhibits                                                                       111-184

                                       74




Report of Independent Accountants
---------------------------------


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

In our opinion,  the consolidated  balance sheet and  consolidated  statement of
capitalization  and  the  related  consolidated  statements  of  income,  common
stockholders'  equity,  preferred  stock,  cash  flows  and  taxes  included  in
FirstEnergy Corp.'s Annual Report on Form 10-K/A for the year ended December 31,
2002,  which is incorporated by reference in this Form U5S,  present fairly,  in
all  material  respects,   the  financial  position  of  FirstEnergy  Corp.  and
subsidiaries  as of December 31, 2002,  and the results of their  operations and
their  cash  flows  for the  year  then  ended  in  conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

As discussed in Note 2(E) to the consolidated financial statements,  the Company
changed its method of accounting for goodwill in 2002.

As discussed in Note 2(L) to the consolidated financial statements,  the Company
has revised the  presentation  of its  Consolidated  Statement of Income for the
year ended December 31, 2002.

Our  audit  was  conducted  for  the  purpose  of  forming  an  opinion  on  the
consolidated   financial   statements  taken  as  a  whole.  The   supplementary
consolidating information in the accompanying Form U5S is presented for purposes
of additional analysis of the consolidated  financial  statements rather than to
present the  financial  position,  results of  operations  and cash flows of the
individual companies. Accordingly, we do not express an opinion on the financial
position,  results of  operations  and cash flows of the  individual  companies.
However, the supplementary  consolidating  information has been subjected to the
auditing  procedures  applied  in  the  audit  of  the  consolidated   financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the consolidated financial statements taken as a whole.


PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2003, except as to Note 2(L) and Note 3,
  which are as of May 9, 2003

                                       75




                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2002
                                                    (In thousands $)


                                                      FirstEnergy         Ohio          Cleveland         Toledo
                                                        Holding          Edison         Electric          Edison
                     ASSETS                             Company       Consolidated    Consolidated     Consolidated
                                                      -----------     ------------    ------------     ------------

CURRENT ASSETS:
                                                                                            
Cash and cash equivalents                             $   287,994      $   20,512      $    30,382      $   20,688
Receivables
     Customers                                                  -         296,548           11,317           4,711
     Associated companies                                 762,786         737,893           74,002          55,245
     Other                                                (39,666)         33,557          134,375           6,778
Notes receivable from associated companies              2,231,575         437,669              447           1,957
Material and supplies
     Owned                                                      -          58,022           18,293          13,631
     Under consignment                                          -          19,753           38,094          22,997
Prepayments and other                                      23,366          11,804            4,217           3,455
                                                      -----------      ----------      -----------      ----------

PROPERTY, PLANT AND EQUIPMENT:
In service                                                      -       4,989,056        4,045,465       1,600,860
Less--Accumulated provision for depreciation                    -      (2,552,007)      (1,824,884)       (706,772
                                                      -----------      -----------     -----------      ----------
                                                                -       2,437,049        2,220,581         894,088
Construction work in progress                                   -         146,222          198,458         137,741
                                                                -       2,583,271        2,419,039       1,031,829
                                                      -----------      ----------      -----------      ----------

INVESTMENTS:
Capital trust investments                                       -         402,565          435,907         240,963
Nuclear plant decommissioning trusts                            -         293,190          230,527         174,514
Letter of credit collateralization                              -         277,763                -               -
Notes receivable from associated companies                      -         358,152          102,978         162,159
Other                                                  11,611,668          74,220           21,004           2,236
                                                      -----------      ----------      -----------      ----------
                                                       11,611,668       1,405,890          790,416         579,872
                                                      -----------      ----------      -----------      ----------

DEFERRED CHARGES:
Regulatory assets                                               -       2,012,754          939,804         392,643
Goodwill                                                        -               -        1,370,639         445,732
Accumulated Deferred Income Taxes Assets                        -               -                -               -
Other                                                      39,589         183,068          104,228          37,686
                                                      -----------      ----------      -----------      ----------
                                                           39,589       2,195,822        2,414,671         876,061
                                                      -----------      ----------      -----------      ----------

                  TOTAL ASSETS                        $14,917,312      $7,800,741      $ 5,935,253      $2,617,224
                                                      ===========      ==========      ===========      ==========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,
Jersey Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from
the  respective  annual  reports  on Form  10-K for the year  ended  December  31,  2002,  are an  integral  part of the
consolidating financial statements.

                                                           76







                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2001
                                                     (In Thousands $)


                                                        American         Jersey        Metropolitan     Pennsylvania
                                                      Transmission      Central           Edison          Electric
                     ASSETS                           Systems, Inc.   Power & Light     Consolidated    Consolidated
                                                      ------------    -------------    -------------    ------------

CURRENT ASSETS:
                                                                                            
Cash and cash equivalents                             $       323      $    4,823      $    15,685      $   10,310
Receivables
     Customers                                              2,805         247,624          120,868         128,303
     Associated companies                                  28,208             318           23,219          45,236
     Other                                                  7,654          20,134           18,235          16,184
Notes receivable from associated companies                 43,483          77,358                -               -
Material and supplies
     Owned                                                      -           1,341                -               -
     Under consignment                                          -               -                -               -
Prepayments and other                                         126          37,719            9,731           2,551
                                                      -----------      ----------      -----------      ----------
                                                           82,599         389,317          187,738         202,584
                                                      -----------      ----------      -----------      ----------

PROPERTY, PLANT AND EQUIPMENT:
In service                                              1,253,919       3,478,803        1,620,613       1,844,999
Less--Accumulated provision for depreciation             (641,053)     (1,343,846)        (547,925)       (647,581)
                                                      -----------      ----------      -----------      ----------
                                                          612,866       2,134,957        1,072,688       1,197,418
Construction work in progress                              22,612          20,687           16,078          19,200
                                                      -----------      ----------      -----------      ----------
                                                          635,478       2,155,644        1,088,766       1,216,618
                                                      -----------      ----------      -----------      ----------

INVESTMENTS:
Capital trust investments                                       -               -                -               -
Nuclear plant decommissioning trusts                            -         106,820          155,690          88,818
Letter of credit collateralization                              -               -                -               -
Notes receivable from associated companies                      -          20,333           12,418          15,515
Other                                                           -         167,940           19,206         119,306
                                                      -----------      ----------      -----------      ----------
                                                                -         295,093          187,314         223,639
                                                      -----------      ----------      -----------      ----------

DEFERRED CHARGES:
Regulatory assets                                               -       3,199,012        1,179,125         599,663
Goodwill                                                        -       2,000,875          885,832         898,086
Accumulated Deferred Income Taxes Assets                        -               -                -           1,517
Other                                                      34,942          12,814           36,030          21,147
                                                      -----------      ----------      -----------      ----------
                                                           34,942       5,212,701        2,100,987       1,520,413
                                                      -----------      ----------      -----------      ----------

                  TOTAL ASSETS                        $ $ 753,019      $8,052,755      $ 3,564,805      $3,163,254
                                                      ===========      ==========      ===========      ==========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,
Jersey Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from
the  respective  annual  reports  on Form  10-K for the year  ended  December  31,  2002,  are an  integral  part of the
consolidating financial statements.

                                                           77







                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2002
                                                    (In thousands $)


                                                       FirstEnergy                     FirstEnergy
                                                       Facilities      FirstEnergy       Nuclear
                     ASSETS                             Services        Solutions      Operating Co.      MARBEL
                                                       ----------      ----------      ------------     ---------

CURRENT ASSETS:
                                                                                            
Cash and cash equivalents                              $   23,818      $    1,029        $      18      $   7,566
Receivables
     Customers                                                  -         246,000                -              -
     Associated companies                                   1,430         258,292          243,030              2
     Other                                                130,658          17,251              233          9,655
Notes receivable from associated companies                      -               -            8,650         14,890
Material and supplies
     Owned                                                  8,137          90,012                -            101
     Under consignment                                          -          93,184                -              -
Prepayments and other                                       2,680          68,397            1,986            177
                                                       ----------      ----------        ---------      ---------
                                                          166,723         774,165          253,917         32,391
                                                       ----------      ----------        ---------      ---------

PROPERTY, PLANT AND EQUIPMENT:
In service                                                    482         641,533                -              -
Less--Accumulated provision for depreciation                 (273)        (16,776)               -              -
                                                       ----------      ----------        ---------      ---------
                                                              209         624,757                -              -
Construction work in progress                                   -         180,816                -              -
                                                       ----------      ----------        ---------      ---------
                                                              209         805,573                -              -
                                                       ----------      ----------        ---------      ---------

INVESTMENTS:
Capital trust investments                                       -               -                -              -
Nuclear plant decommissioning trusts                            -               -                -              -
Letter of credit collateralization                              -               -                -              -
Notes receivable from associated companies                      -               -                -              -
Other                                                      40,107          48,180                -        167,386
                                                       ----------      ----------        ---------      ---------
                                                           40,107          48,180                -        167,386
                                                       ----------      ----------        ---------      ---------

DEFERRED CHARGES:
Regulatory assets                                               -               -                -              -
Goodwill                                                  196,490          25,360                -              -
Accumulated Deferred Income Taxes Assets                        -          30,815           70,237              -
Other                                                           -          56,420           13,761            198
                                                       ----------      ----------        ---------      ---------
                                                          196,490         112,595           83,998            198
                                                       ----------      ----------        ---------      ---------

                  TOTAL ASSETS                         $  403,529      $1,740,513        $ 337,915      $ 199,975
                                                       ==========      ==========        =========      =========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,
Jersey Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from
the  respective  annual  reports  on Form  10-K for the year  ended  December  31,  2002,  are an  integral  part of the
consolidating financial statements.

                                                           78







                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2002
                                                    (In thousands $)


                                                        FirstEnergy                         GPU
                                                         Ventures                         Advanced          GPU
                     ASSETS                            Consolidated        MYR           Resources         Power
                                                       ------------     ---------        ---------       ---------

CURRENT ASSETS:
                                                                                             
Cash and cash equivalents                                $  3,209       $  43,289        $       1       $  20,064
Receivables
     Customers                                                  -          85,549                -               -
     Associated companies                                  13,406             198                2               -
     Other                                                  3,760             186                -          38,545
Notes receivable from associated companies                 21,428               -           13,525               -
Material and supplies
     Owned                                                  4,464               -                -           5,845
     Under consignment                                          -               -                -               -
Prepayments and other                                       1,776          18,668                1             550
                                                         --------       ---------        ---------       ---------
                                                           48,043         147,890           13,529          65,004
                                                         --------       ---------        ---------       ---------

PROPERTY, PLANT AND EQUIPMENT:
In service                                                211,925               -                -               -
Less--Accumulated provision for depreciation              (12,307)              -                -               -
                                                         --------       ---------        ---------       ---------
                                                          199,618               -                -               -
Construction work in progress                               1,320               -                -               -
                                                         --------       ---------        ---------       ---------
                                                          200,938               -                -               -
                                                         --------       ---------        ---------       ---------

INVESTMENTS:
Capital trust investments                                       -               -                -               -
Nuclear plant decommissioning trusts                            -               -                -               -
Letter of credit collateralization                              -               -                -               -
Notes receivable from associated companies                      -               -                -           2,000
Other                                                      22,552          17,750               21         135,638
                                                         --------       ---------        ---------       ---------
                                                           22,552          17,750               21         137,638
                                                         --------       ---------        ---------       ---------

DEFERRED CHARGES:
Regulatory assets                                               -               -                -               -
Goodwill                                                       68          63,136                -               -
Accumulated Deferred Income Taxes Assets                    2,084          10,448                -               -
Other                                                       3,472               -                -         247,194
                                                         --------       ---------        ---------       ---------
                                                            5,624          73,584                -         247,194
                                                         --------       ---------        ---------       ---------

                  TOTAL ASSETS                           $277,157       $ 239,224        $  13,550       $ 449,836
                                                         ========       =========        =========       =========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,
Jersey Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from
the  respective  annual  reports  on Form  10-K for the year  ended  December  31,  2002,  are an  integral  part of the
consolidating financial statements.

                                                           79







                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2002
                                                    (In thousands $)

                                                                                                            GPU
                                                           GPU           FirstEnergy        License      Diversified
                     ASSETS                              Capital         Properties        Holding Co.    Holdings
                                                       ----------        -----------       ----------    ----------

CURRENT ASSETS:
                                                                                              
Cash and cash equivalents                              $    6,599        $    101             $  -        $      -
Receivables
     Customers                                                  -               -                -               -
     Associated companies                               1,104,898              12                1              78
     Other                                                 62,012               -                -               -
Notes receivable from associated companies                      -          24,419                -               -
Material and supplies
     Owned                                                    423               -                -               -
     Under consignment                                          -               -                -               -
Prepayments and other                                         697               4                1               -
                                                       ----------        --------             ----        --------
                                                        1,174,629          24,536                2              78
                                                       ----------        --------             ----        --------

PROPERTY, PLANT AND EQUIPMENT:
In service                                                      -          20,099                -               -
Less--Accumulated provision for depreciation                    -          (1,141)               -               -
                                                       ----------        --------             ----        --------
                                                                -          18,958                -               -
Construction work in progress                                   -               -                -               -
                                                       ----------        --------             ----        --------
                                                                -          18,958                -               -
                                                       ----------        --------             ----        --------

INVESTMENTS:
Capital trust investments                                       -               -                -               -
Nuclear plant decommissioning trusts                            -               -                -               -
Letter of credit collateralization                              -               -                -               -
Notes receivable from associated companies                      -               -                -           4,250
Other                                                     165,174             699                -          21,925
                                                       -----------       --------             ----        --------
                                                          165,174             699                -          26,175
                                                       ----------        --------             ----        --------

DEFERRED CHARGES:
Regulatory assets                                               -               -                -               -
Goodwill                                                        -               -                -               -
Accumulated Deferred Income Taxes Assets                   15,561             514                1               -
Other                                                      57,971              58                -               -
                                                       ----------        --------             ----        --------
                                                           73,532             572                1               -
                                                       ----------        --------             ----        --------

                  TOTAL ASSETS                         $1,413,335        $ 44,765             $  3        $ 26,253
                                                       ==========        ========             ====        ========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,
Jersey Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from
the  respective  annual  reports  on Form  10-K for the year  ended  December  31,  2002,  are an  integral  part of the
consolidating financial statements.

                                                           80







                                      FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2002
                                                    (In thousands $)


                                                           GPU             GPU          FirstEnergy
                                                         Service         Telecom          Service
                     ASSETS                                Co.           Services           Co.       Eliminations
                                                        ---------        --------       ----------    ------------

CURRENT ASSETS:
                                                                                          
Cash and cash equivalents                               $  12,008        $    107       $ (312,225)   $          -
Receivables
     Customers                                                  -               -            9,762              (1)
     Associated companies                                 298,347               -        1,118,207      (4,764,810)
     Other                                                  6,266           3,655            3,634               -
Notes receivable from associated companies                      -               -              204      (2,875,605)
Material and supplies
     Owned                                                 50,228           2,550                -               -
     Under consignment                                          -               -                -               -
Prepayments and other                                         299           2,118           13,307               -
                                                        ---------        --------       ----------    ------------
                                                          367,148           8,430          832,889      (7,640,416)
                                                        ---------        --------       ----------    ------------

PROPERTY, PLANT AND EQUIPMENT:
In service                                                 68,514          12,172          207,739         376,045
Less--Accumulated provision for depreciation              (51,454)           (335)         (92,077)       (112,996)
                                                        ---------        --------       ----------    ------------
                                                           17,060          11,837          115,662         263,049
Construction work in progress                                   -             874          115,008               -
                                                        ---------        --------       ----------    ------------
                                                           17,060          12,711          230,670         263,049
                                                        ---------        --------       ----------    ------------

INVESTMENTS:
Capital trust investments                                       -               -                -               -
Nuclear plant decommissioning trusts                            -               -                -               1
Letter of credit collateralization                              -               -                -               -
Notes receivable from associated companies                      -               -                -        (677,805)
Other                                                      17,460           3,084          128,942     (11,865,624)
                                                        ---------        --------       ----------    ------------
                                                           17,460           3,084          128,942     (12,543,428)
                                                        ---------        --------       ----------    ------------

DEFERRED CHARGES:
Regulatory assets                                               -               -                -               -
Goodwill                                                        -               -                -          10,074
Accumulated Deferred Income Taxes Assets                  339,385          16,205           34,993        (521,760)
Other                                                       6,716           1,010           43,468           2,665
                                                        ---------        --------       ----------    ------------
                                                          346,101          17,215           78,461        (509,021)
                                                        ---------        --------       ----------    ------------

                  TOTAL ASSETS                          $ 747,769        $ 41,440       $1,270,962    $(20,429,816)
                                                        =========        ========       ==========    ============


The notes to the consolidated financial statements of FirstEnergy, Ohio Edison, Cleveland Electric, Toledo Edison, Jersey Central
Power & Light, Metropolitan Edison, and Pennsylvania Electric, which are incorporated by reference from the respective annual
reports on Form 10-K for the year ended December 31, 2002, are an integral part of the consolidating financial statements.

                                                           81






                  FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                             As of December 31, 2002
                                (In thousands $)

                                                       FirstEnergy
                                                          Corp.
                     ASSETS                           Consolidated
                                                      ------------

CURRENT ASSETS:
Cash and cash equivalents                             $   196,301
Receivables
     Customers                                          1,153,486
     Associated companies                                       -
     Other                                                473,106
Notes receivable from associated companies                      -
Material and supplies
     Owned                                                253,047
     Under consignment                                    174,028
Prepayments and other                                     203,630
                                                      -----------
                                                        2,453,598
                                                      -----------

PROPERTY, PLANT AND EQUIPMENT:
In service                                             20,372,224
Less--Accumulated provision for depreciation           (8,551,427)
                                                      -----------
                                                       11,820,797
Construction work in progress                             859,016
                                                      -----------
                                                       12,679,813
                                                      -----------

INVESTMENTS:
Capital trust investments                               1,079,435
Nuclear plant decommissioning trusts                    1,049,560
Letter of credit collateralization                        277,763
Notes receivable from associated companies                      -
Other                                                     918,874
                                                      -----------
                                                        3,325,632
                                                      -----------

DEFERRED CHARGES:
Regulatory assets                                       8,323,001
Goodwill                                                5,896,292
Accumulated Deferred Income Taxes Assets                        -
Other                                                     902,437
                                                      -----------
                                                       15,121,730
                                                      -----------

                  TOTAL ASSETS                        $33,580,773
                                                      ===========


The notes to the consolidated financial statements of FirstEnergy,  Ohio Edison,
Cleveland Electric,  Toledo Edison,  Jersey Central Power & Light,  Metropolitan
Edison, and Pennsylvania Electric,  which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.

                                       82




                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)


                                                          FirstEnergy            Ohio             Cleveland             Toledo
                                                            Holding             Edison             Electric             Edison
                LIABILITIES AND CAPITALIZATION              Company          Consolidated        Consolidated        Consolidated
                                                         ------------        ------------        ------------        ------------

CURRENT LIABILITIES:
                                                                                                         
Currently payable long-term debt and preferred stock     $         -         $   563,267         $   388,190         $   189,355
Short-term borrowings                                        910,000             182,317                   -                   -
Notes payable to associated companies                              -             225,345             288,583             149,653
Accounts payable
    Other                                                      1,637              18,015              14,583               8,638
    Associated companies                                   2,258,570             145,981             267,664             171,862
Accrued taxes                                                (80,737)            467,776             126,262              34,967
Other                                                         47,016             102,091             116,091              73,609
                                                         -----------         -----------         -----------         -----------
                                                           3,136,486           1,704,792           1,201,373             628,084
                                                         -----------         -----------         -----------         -----------

CAPITALIZATION:
Common stockholders' equity                                7,188,253           2,840,361           1,226,632             712,931
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                           -             100,070              96,404             126,000
     Subject to mandatory redemption                               -              13,500               5,021                   -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                          -                   -             100,000                   -
Long-term debt                                             4,669,863           1,219,347           1,975,001             557,265
                                                         -----------         -----------         -----------         -----------
                                                          11,858,116           4,173,278           3,403,058           1,396,196
                                                         -----------         -----------         -----------         -----------

DEFERRED CREDITS:
Accumulated deferred income taxes                            (90,288)          1,016,680             659,044             223,087
Accumulated deferred investment tax credits                        -              86,465              72,125              29,491
Nuclear plant decommissioning costs                                -             292,353             239,720             180,856
Power purchase contract loss liability                             -                   -                   -                   -
Retirement benefits                                            1,277             247,531             171,968              82,553
Other                                                         11,721             279,642             187,965              76,957
                                                         -----------         -----------         -----------         -----------
                                                             (77,290)          1,922,671           1,330,822             592,944
                                                         -----------         -----------         -----------         -----------

             TOTAL LIABILITIES AND CAPITALIZATION        $14,917,312         $ 7,800,741         $ 5,935,253         $ 2,617,224
                                                         ===========         ===========         ===========         ===========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               83







                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)


                                                           American            Jersey           Metropolitan        Pennsylvania
                                                         Transmission          Central             Edison             Electric
            LIABILITIES AND CAPITALIZATION              Systems, Inc.       Power & Light       Consolidated        Consolidated
                                                        ------------------------------------------------------------------------

CURRENT LIABILITIES:
                                                                                                         
Currently payable long-term debt and preferred stock      $       -          $  173,815          $   60,467          $      813
Short-term borrowings                                             -                   -                   -                   -
Notes payable to associated companies                         1,836                   -              88,299              90,427
Accounts payable
    Other                                                       496             106,504              28,583              29,690
    Associated companies                                     11,438             170,803              56,861             129,906
Accrued taxes                                                34,657              13,844              16,096              21,271
Other                                                         2,895             139,569              28,138              21,104
                                                          ---------          ----------          ----------          ----------
                                                             51,322             604,535             278,444             293,211
                                                          ---------          ----------          ----------          ----------

CAPITALIZATION:
Common stockholders' equity                                 288,344           3,274,069           1,315,586           1,353,704
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                          -              12,649                   -                   -
     Subject to mandatory redemption                              -                   -                   -                   -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                         -             125,244              92,409              92,214
Long-term debt                                              334,138           1,210,446             538,790             470,274
                                                          ---------          ----------          ----------          ----------
                                                            622,482           4,622,408           1,946,785           1,916,192
                                                          ---------          ----------          ----------          ----------

DEFERRED CREDITS:
Accumulated deferred income taxes                            22,591             691,721             316,757                   -
Accumulated deferred investment tax credits                  14,296               9,939              12,518              10,924
Nuclear plant decommissioning costs                               -             135,355             270,611             135,450
Power purchase contract loss liability                            -           1,710,968             660,507             765,063
Retirement benefits                                           1,424               2,027               1,354               1,041
Other                                                        40,904             275,802              77,829              41,373
                                                          ---------          ----------          ----------          ----------
                                                             79,215           2,825,812           1,339,576             953,851
                                                          ---------          ----------          ----------          ----------

             TOTAL LIABILITIES AND CAPITALIZATION         $ 753,019          $8,052,755          $3,564,805          $3,163,254
                                                          =========          ==========          ==========          ==========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               84







                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)


                                                               FirstEnergy                            FirstEnergy
                                                               Facilities         FirstEnergy           Nuclear
                LIABILITIES AND CAPITALIZATION                  Services           Solutions         Operating Co.         Marbel
                                                               ----------         ----------         -------------       ---------

CURRENT LIABILITIES:
                                                                                                             
Currently payable long-term debt and preferred stock           $   1,057          $        -           $       -         $       -
Short-term borrowings                                                500                   -                   -                 -
Notes payable to associated companies                             24,712             815,462                   -                 -
Accounts payable
    Other                                                         57,938             343,244             140,411             8,198
    Associated companies                                            (657)            162,179              54,578            11,051
Accrued taxes                                                      4,557              11,254               9,072             4,383
Other                                                             24,284              87,053              47,401               434
                                                               ---------          ----------           ---------         ----------
                                                                 112,391           1,419,192             251,462            24,066
                                                               ---------          ----------           ---------         ----------

CAPITALIZATION:
Common stockholders' equity                                      268,289            (142,596)            (46,536)          145,997
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                               -                   -                   -                 -
     Subject to mandatory redemption                                   -                   -                   -                 -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                              -                   -                   -                 -
Long-term debt                                                    12,148             340,258                   -                 -
                                                               ---------          ----------           ---------         ----------
                                                                 280,437             197,662             (46,536)          145,997
                                                               ---------          ----------           ---------         ----------

DEFERRED CREDITS:
Accumulated deferred income taxes                                  3,527                   -                   -            29,150
Accumulated deferred investment tax credits                            -                   -                   -                 -
Nuclear plant decommissioning costs                                    -                   -                   -                 -
Power purchase contract loss liability                                 -                   -                   -                 -
Retirement benefits                                                    -             100,554             132,989                 -
Other                                                              7,174              23,105                   -               762
                                                               ---------          ----------           ---------         ----------
                                                                  10,701             123,659             132,989            29,912
                                                               ---------          ----------           ---------         ----------

             TOTAL LIABILITIES AND CAPITALIZATION              $ 403,529          $1,740,513           $ 337,915         $ 199,975
                                                               =========          ==========           =========         =========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               85







                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)

                                                                FirstEnergy                              GPU
                                                                 Ventures                              Advanced             GPU
                LIABILITIES AND CAPITALIZATION                 Consolidated           MYR             Resources            Power
                                                               ------------        ---------          ---------          ---------

CURRENT LIABILITIES:
                                                                                                             
Currently payable long-term debt and preferred stock            $   2,762          $       -           $      -          $ 221,388
Short-term borrowings                                                   -                  -                  -                  -
Notes payable to associated companies                               8,294                  -                  -                  -
Accounts payable
    Other                                                             201             14,722                355              1,490
    Associated companies                                            2,206                110                 12                 58
Accrued taxes                                                         296              4,937                 96             (4,215)
Other                                                               3,256             54,646                 38             78,190
                                                                ---------          ---------           --------          ---------
                                                                   17,015             74,415                501            296,911
                                                                ---------          ---------           --------          ---------

CAPITALIZATION:
Common stockholders' equity                                       115,914            158,780             12,825             87,860
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                                -                  -                  -                  -
     Subject to mandatory redemption                                    -                  -                  -                  -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                               -                  -                  -                  -
Long-term debt                                                    141,100                  -                  -             17,436
                                                                ---------          ---------           --------          ---------
                                                                  257,014            158,780             12,825            105,296
                                                                ---------          ---------           --------          ---------

DEFERRED CREDITS:
Accumulated deferred income taxes                                       -              5,809                 74             11,693
Accumulated deferred investment tax credits                             -                  -                  -                  -
Nuclear plant decommissioning costs                                     -                  -                  -                  -
Power purchase contract loss liability                                  -                  -                  -                  -
Retirement benefits                                                     -                  -                  -                  -
Other                                                               3,128                220                150             35,936
                                                                ---------          ---------           --------          ---------
                                                                    3,128              6,029                224             47,629
                                                                ---------          ---------           --------          ---------

             TOTAL LIABILITIES AND CAPITALIZATION               $ 277,157          $ 239,224           $ 13,550          $ 449,836
                                                                =========          =========           ========          =========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               86








                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)

                                                                                                                          GPU
                                                                       GPU          FirstEnergy         License        Diversified
                LIABILITIES AND CAPITALIZATION                       Capital         Properties        Holding Co.      Holdings
                                                                   ----------       -----------        -----------     -----------

CURRENT LIABILITIES:
                                                                                                             
Currently payable long-term debt and preferred stock               $  101,468        $    240             $ -            $     -
Short-term borrowings                                                       -               -               -                  -
Notes payable to associated companies                               1,073,894               -               -                  -
Accounts payable
    Other                                                               4,579              33               -                  -
    Associated companies                                                5,953              80             (72)                 -
Accrued taxes                                                          27,166           2,537              33               (298)
Other                                                                   5,840               -               -                  -
                                                                   ----------        --------             ---            -------
                                                                    1,218,900           2,890             (39)              (298)
                                                                   ----------        --------             ---            -------

CAPITALIZATION:
Common stockholders' equity                                           184,222          32,437              42             26,639
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                                    -               -               -                  -
     Subject to mandatory redemption                                        -               -               -                  -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                                   -               -               -                  -
Long-term debt                                                              -           9,438               -                  -
                                                                   ----------        --------             ---            -------
                                                                      184,222          41,875              42             26,639
                                                                   ----------        --------             ---            -------

DEFERRED CREDITS:
Accumulated deferred income taxes                                           -               -               -                (88)
Accumulated deferred investment tax credits                                 -               -               -                  -
Nuclear plant decommissioning costs                                         -               -               -                  -
Power purchase contract loss liability                                      -               -               -                  -
Retirement benefits                                                         -               -               -                  -
Other                                                                  10,213               -               -                  -
                                                                   ----------        --------             ---            -------
                                                                       10,213               -               -                (88)
                                                                   ----------        --------             ---            -------

             TOTAL LIABILITIES AND CAPITALIZATION                  $1,413,335        $ 44,765             $ 3            $26,253
                                                                   ==========        ========             ===            =======


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               87







                                          FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                                                     As of December 31, 2002
                                                        (In thousands $)


                                                                  GPU             GPU            FirstEnergy
                                                                Service         Telecom            Service
                LIABILITIES AND CAPITALIZATION                    Co.           Services             Co.           Eliminations
                                                               ---------       ---------         -----------       ------------

CURRENT LIABILITIES:
                                                                                                       
Currently payable long-term debt and preferred stock           $       -       $      -          $        -        $          -
Short-term borrowings                                                  -              -                   -                   -
Notes payable to associated companies                                  -         20,331              88,768          (2,875,604)
Accounts payable
    Other                                                         86,869          6,300              45,782                   -
    Associated companies                                          35,465          6,400           1,021,823          (4,512,271)
Accrued taxes                                                      3,686          8,591               2,487            (252,540)
Other                                                            128,627         20,823              19,327                 (17)
                                                               ---------       --------          ----------        ------------
                                                                 254,647         62,445           1,178,187          (7,640,432)
                                                               ---------       --------          ----------        ------------

                                                                                                                              -
                                                                                                                              -
CAPITALIZATION:
Common stockholders' equity                                     (225,477)       (21,005)            (81,153)        (11,596,069)
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                               -              -                   -                   -
     Subject to mandatory redemption                                   -              -                   -                   -
Subsidiary-obligated mandatorily redeemable
     preferred securities                                              -              -                   -                   -
Long-term debt                                                    48,266              -                   -            (671,554)
                                                               ---------       --------          ----------        ------------
                                                                (177,211)       (21,005)            (81,153)        (12,267,623)
                                                               ---------       --------          ----------        ------------

DEFERRED CREDITS:
                                                                                                                              -
                                                                                                                              -
Accumulated deferred income taxes                                      -              -                   -            (521,760)
Accumulated deferred investment tax credits                            -              -                   -                   -
Nuclear plant decommissioning costs                                    -              -                   -                  (1)
Power purchase contract loss liability                                 -              -                   -                   -
Retirement benefits                                              648,367              -             173,845                   -
Other                                                             21,966              -                  83                   -
                                                               ---------       --------          ----------        ------------
                                                                 670,333              -             173,928            (521,761)
                                                               ---------       --------          ----------        ------------

             TOTAL LIABILITIES AND CAPITALIZATION              $ 747,769       $ 41,440          $1,270,962        $(20,429,816)
                                                               =========       ========          ==========        ============


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               88






                  FIRSTENERGY CORP. CONSOLIDATING BALANCE SHEET
                             As of December 31, 2002
                                (In thousands $)

                                                                 FirstEnergy
                                                                     Corp.
                LIABILITIES AND CAPITALIZATION                  Consolidated
                                                                ------------

CURRENT LIABILITIES:
Currently payable long-term debt and preferred stock             $ 1,702,822
Short-term borrowings                                              1,092,817
Notes payable to associated companies                                      -
Accounts payable
    Other                                                            918,268
    Associated companies                                                   -
Accrued taxes                                                        456,178
Other                                                              1,000,415
                                                                 -----------
                                                                   5,170,500
                                                                 -----------

CAPITALIZATION:
Common stockholders' equity                                        7,120,049
Preferred stock of consolidated subsidiaries--
     Not subject to mandatory redemption                             335,123
     Subject to mandatory redemption                                  18,521
Subsidiary-obligated mandatorily redeemable
     preferred securities                                            409,867
Long-term debt                                                    10,872,216
                                                                 -----------
                                                                  18,755,776
                                                                 -----------

DEFERRED CREDITS:
Accumulated deferred income taxes                                  2,367,997
Accumulated deferred investment tax credits                          235,758
Nuclear plant decommissioning costs                                1,254,344
Power purchase contract loss liability                             3,136,538
Retirement benefits                                                1,564,930
Other                                                              1,094,930
                                                                 -----------
                                                                   9,654,497
                                                                 -----------

             TOTAL LIABILITIES AND CAPITALIZATION                $33,580,773
                                                                 ===========


The notes to the consolidated financial statements of FirstEnergy,  Ohio Edison,
Cleveland Electric,  Toledo Edison,  Jersey Central Power & Light,  Metropolitan
Edison, and Pennsylvania Electric,  which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.

                                       89





                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                          Ohio              Cleveland               Toledo             American
                                                         Edison              Electric               Edison           Transmission
                                                     Consolidated          Consolidated          Consolidated        Systems, Inc.
                                                     ------------          ------------          ------------        -------------

                                                                                                           
REVENUES                                              $ 3,059,140           $ 1,887,879          $ 1,029,092           $ 197,285

EXPENSES:
Fuel and purchased power                                  986,737               587,108              366,932                   -
Purchased gas                                                   -                     -                    -                   -
Other operating expenses                                  752,911               568,569              441,814              65,288
Provision for depreciation and amortization               371,896               141,437               93,709              29,445
General taxes                                             177,021               147,804               53,223              35,482]
                                                      -----------           -----------          -----------           ---------
   Total expenses                                       2,288,565             1,444,918              955,678             130,215
                                                      -----------           -----------          -----------           ---------

EQUITY IN SUBSIDIARY EARNINGS                                   -                     -                    -                   -
                                                      -----------           -----------          -----------           ---------

CUMULATIVE ADJUSTMENT (A)                                       -                     -                    -                   -
                                                      -----------           -----------          -----------           ---------

INCOME BEFORE INTEREST AND INCOME TAXES                   770,575               442,961               73,414              67,070

NET INTEREST CHARGES:
Interest expense                                          133,721               180,602               57,672              26,138
Capitalized interest                                       (3,639)               (4,331)              (2,502)             (1,676)
Subsidiaries' preferred stock dividends                    10,449                 8,900                    -                   -
                                                      -----------           -----------          -----------           ---------
   Net interest charges                                   140,531               185,171               55,170              24,462
                                                      -----------           -----------          -----------           ---------

INCOME TAXES                                              266,561               101,844                4,907              16,735
                                                      -----------           -----------          -----------           ---------

NET INCOME                                                363,483               155,946               13,337              25,873

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                    6,510                17,390               11,356                   -
                                                      -----------           -----------          -----------           ---------

EARNINGS AVAILABLE FOR COMMON                         $   356,973           $   138,556          $     1,981           $  25,873

                                                      ===========           ===========          ===========           =========

NOTE:  (A) See Note  2(l) of Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report to
           Shareholders, as revised

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               90








                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                        Jersey             Metropolitan         Pennsylvania           FirstEnergy
                                                        Central               Edison              Electric             Facilities
                                                     Power & Light         Consolidated         Consolidated            Services
                                                     -------------         ------------         -------------          -----------

                                                                                                            
REVENUES                                              $2,351,467           $ 1,029,535          $ 1,036,104             $ 530,672

EXPENSES:
Fuel and purchased power                               1,248,012               604,305              649,725                     -
Purchased gas                                                  -                     -                    -                     -
Other operating expenses                                 277,930               119,631              135,421               516,035
Provision for depreciation and amortization              244,759                81,419               61,477                 6,882
General taxes                                             56,049                66,795               65,301                     8
                                                      ----------           -----------          -----------             ---------
   Total expenses                                      1,826,750               872,150              911,924               522,925
                                                      ----------           -----------          -----------             ---------

EQUITY IN SUBSIDIARY EARNINGS                                  -                     -                    -                     -
                                                      ----------           -----------          -----------             ---------

CUMULATIVE ADJUSTMENT (A)                                      -                     -                    -                     -
                                                      ----------           -----------          -----------             ---------

INCOME BEFORE INTEREST AND INCOME TAXES                  524,717               157,385              124,180                 7,747

NET INTEREST CHARGES:
Interest expense                                          80,856                42,700               31,520                 2,521
Capitalized interest                                        (583)                 (470)                 (52)                    -
Subsidiaries' preferred stock dividends                   10,694                 7,559                7,554                     -
                                                      ----------           -----------          -----------             ---------
   Net interest charges                                   90,967                49,789               39,022                 2,521
                                                      ----------            ----------          -----------             ---------

INCOME TAXES                                             181,855                44,372               34,248                 2,553
                                                      ----------           -----------          -----------             ---------

NET INCOME                                               251,895                63,224               50,910                 2,673

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                  (1,464)                    -                    -                     -
                                                      ----------           -----------          -----------             ---------

EARNINGS AVAILABLE FOR COMMON                         $  253,359           $    63,224          $    50,910             $   2,673
                                                      ==========           ===========          ===========             =========


NOTE:(A) See Note  2(l) of  Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report  to
         Shareholders, as revised.

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               91







                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                                FirstEnergy                            FirstEnergy
                                                           FirstEnergy            Nuclear                               Ventures
                                                            Solutions          Operating Co.           MARBEL         Consolidated
                                                         -------------         ------------          ---------        ------------

                                                                                                            
REVENUES                                                  $ 3,675,464            $ 50,185            $ 26,249           $ 33,071

EXPENSES:
Fuel and purchased power                                    2,157,611                   -                   -                  -
Purchased gas                                                 631,812                   -               5,604                  -
Other operating expenses                                      834,768              49,458               2,689             28,882
Provision for depreciation and amortization                    20,682                   -                 757             10,377
General taxes                                                  20,319                 535                 617                376
                                                          -----------            --------            --------           --------
   Total expenses                                           3,665,192              49,993               9,667             39,635
                                                          -----------            --------            --------           --------

EQUITY IN SUBSIDIARY EARNINGS                                       -                   -                   -                  -
                                                          -----------            --------            --------           --------

CUMULATIVE ADJUSTMENT (A)                                           -                   -                   -                  -
                                                          -----------            --------            --------           --------

INCOME BEFORE INTEREST AND INCOME TAXES                        10,272                 192              16,582             (6,564)

NET INTEREST CHARGES:
Interest expense                                               43,791                 241                  39              9,979
Capitalized interest                                           (8,530)                  -                 736               (461)
Subsidiaries' preferred stock dividends                             -                   -                   -                  -
                                                          -----------            --------            --------           --------
   Net interest charges                                        35,261                 241                 775              9,518
                                                          -----------            --------            --------           --------

INCOME TAXES                                                      908               1,775               6,527             (6,346)
                                                          -----------            --------            --------           --------

NET INCOME                                                    (25,897)             (1,824)              9,280             (9,736)

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                            -                   -                   -                  -
                                                          -----------            --------            --------           --------

EARNINGS AVAILABLE FOR COMMON                             $   (25,897)           $ (1,824)           $  9,280           $ (9,736)
                                                          ===========            ========            ========           ========


NOTE:(A) See Note  2(l) of  Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report  to
         Shareholders, as revised.

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               92







                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                                   GPU
                                                                                 Advanced             GPU              GPU
                                                               MYR               Resources          Capital           Power
                                                            ---------            ---------         ---------         --------

                                                                                                         
REVENUES                                                    $ 521,195             $ 564            $ 278,449         $ 60,582

EXPENSES:
Fuel and purchased power                                            -               115                    -           11,086
Purchased gas                                                       -                 -                    -                -
Other operating expenses                                      510,988               390              173,406           12,306
Provision for depreciation and amortization                     1,648                 2                  807            5,848
General taxes                                                       -                 -                    -                -
                                                            ---------             -----            ---------         --------
   Total expenses                                             512,636               507              174,213           29,240
                                                            ---------             -----            ---------         --------

EQUITY IN SUBSIDIARY EARNINGS                                       -                 -                    -                -
                                                            ---------             -----            ---------         --------

CUMULATIVE ADJUSTMENT (A)                                           -                 -              (93,723)               -
                                                            ---------             -----            ---------         --------

INCOME BEFORE INTEREST AND INCOME TAXES                         8,559                57               10,513           31,342

NET INTEREST CHARGES:
Interest expense                                                    -                 1              115,181           22,541
Capitalized interest                                                -                 -                    -                -
Subsidiaries' preferred stock dividends                             -                 -                    -                -
                                                            ---------             -----            ---------         --------
   Net interest charges                                             -                 1              115,181           22,541
                                                            ---------             -----            ---------         --------

INCOME TAXES                                                    3,015                31              (11,893)           4,602
                                                            ---------             -----            ---------         --------

NET INCOME                                                      5,544                25              (92,775)           4,199

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                            -                 -                    -                -
                                                            ---------             -----            ---------         --------

EARNINGS AVAILABLE FOR COMMON                               $   5,544             $  25            $ (92,775)        $  4,199
                                                            =========             =====            =========         ========


NOTE: (A) See Note  2(l) of  Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report  to
          Shareholders, as revised.

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               93







                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)
                                                             GPU GPU


                                                                                                        GPU               GPU
                                                           FirstEnergy            License           Diversified         Service
                                                            Properties           Holding Co.          Holdings            Co.
                                                           -----------           -----------        -----------         -------

                                                                                                            
REVENUES                                                     $ 2,710               $ 125              $ (183)           $692,798

EXPENSES:
Fuel and purchased power                                           -                   -                   -                   -
Purchased gas                                                      -                   -                   -                   -
Other operating expenses                                       1,006                  27                  55             643,909
Provision for depreciation and amortization                      268                   -                   -               5,125
General taxes                                                    216                   -                   -              28,881
                                                             -------               -----              ------            --------
   Total expenses                                              1,490                  27                  55             677,915
                                                             -------               -----              ------            --------

EQUITY IN SUBSIDIARY EARNINGS                                      -                   -                   -                   -
                                                             -------               -----              ------            --------

CUMULATIVE ADJUSTMENT (A)                                          -                   -                   -                   -
                                                             -------               -----              ------            --------

INCOME BEFORE INTEREST AND INCOME TAXES                        1,220                  98                (238)             14,883

NET INTEREST CHARGES:
Interest expense                                                 799                   -                   -               2,532
Capitalized interest                                               -                   -                   -                   -
Subsidiaries' preferred stock dividends                            -                   -                   -                   -
                                                             -------               -----              ------            --------
   Net interest charges                                          799                   -                   -               2,532
                                                             -------               -----              ------            --------

INCOME TAXES                                                     163                  41                 (89)             12,351
                                                             -------               -----              ------            --------

NET INCOME                                                       258                  57                (149)                  -

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                           -                   -                   -                   -
                                                             -------               -----              ------            --------

EARNINGS AVAILABLE FOR COMMON                                $   258               $  57              $ (149)           $      -
                                                             =======               =====              ======            ========


NOTE: (A) See Note  2(l) of  Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report  to
          Shareholders, as revised

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               94







                                        FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                GPU            FirstEnergy        FirstEnergy        Eliminations
                                                              Telecom            Service            Holding               and
                                                             Services              Co.                Co.             Adjustments
                                                             --------          -----------        -----------        ------------

                                                                                                         
REVENUES                                                     $ 23,326           $ 415,543          $ 105,132         $(4,758,983)

EXPENSES:
Fuel and purchased power                                            -                   -                  -          (2,938,021)
Purchased gas                                                       -                   -                  -             (45,300)
Other operating expenses                                       15,367             369,835             48,422          (1,595,326)
Provision for depreciation and amortization                       337              34,154                  -              (5,125)
General taxes                                                     113               9,873                  -             (12,284)
                                                             --------           ---------          ---------         -----------
   Total expenses                                              15,817             413,862             48,422          (4,596,056)
                                                             --------           ---------          ---------         -----------

EQUITY IN SUBSIDIARY EARNINGS                                       -                   -            786,598            (786,598)
                                                             --------           ---------          ---------         -----------

CUMULATIVE ADJUSTMENT (A)                                           -                   -                  -                   -
                                                             --------           ---------          ---------         -----------

INCOME BEFORE INTEREST AND INCOME TAXES                         7,509               1,681            843,308            (949,525)

NET INTEREST CHARGES:
Interest expense                                                1,194              10,117            316,757            (167,793)
Capitalized interest                                             (660)             (2,306)                 -                   -
Subsidiaries' preferred stock dividends                             -                   -                  -              33,791
                                                             --------           ---------          ---------         -----------
   Net interest charges                                           534               7,811            316,757            (134,002)
                                                             --------           ---------          ---------         -----------

INCOME TAXES                                                    2,908              (6,130)           (92,655)             (5,207)
                                                             --------           ---------          ---------         -----------

NET INCOME                                                      4,067                   -            619,206            (810,316)

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                            -                   -                  -             (33,792)
                                                             --------           ---------          ---------         -----------

EARNINGS AVAILABLE FOR COMMON                                $  4,067           $       -          $ 619,206         $  (776,524)
                                                             ========           =========          =========         ===========


NOTE: (A) See Note  2(l) of  Notes to  Consolidated  Financial  Statements  included  in  FirstEnergy's  2002  Annual  Report  to
          Shareholders, as revised.

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                               95







                FIRSTENERGY CORP. CONSOLIDATING INCOME STATEMENT
                      For the Year Ended December 31, 2002
                                (In thousands $)

                                                                FirstEnergy
                                                                  Corp.
                                                               Consolidated
                                                               ------------

REVENUES                                                       $ 12,247,401

EXPENSES:
Fuel and purchased power                                          3,673,610
Purchased gas                                                       592,116
Other operating expenses                                          3,973,781
Provision for depreciation and amortization                       1,105,904
General taxes                                                       650,329
                                                               ------------
   Total expenses                                                 9,995,740
                                                               ------------

EQUITY IN SUBSIDIARY EARNINGS                                             -
                                                               ------------

CUMULATIVE ADJUSTMENT (A)                                           (93,723)
                                                               ------------

INCOME BEFORE INTEREST AND INCOME TAXES                           2,157,938

NET INTEREST CHARGES:
Interest expense                                                    911,109
Capitalized interest                                                (24,474)
Subsidiaries' preferred stock dividends                              78,947
                                                               ------------
   Net interest charges                                             965,582
                                                               ------------

INCOME TAXES                                                        563,076
                                                               ------------

NET INCOME                                                          629,280

PREFERRED STOCK
   DIVIDEND REQUIREMENTS                                                  -
                                                               ------------

EARNINGS AVAILABLE FOR COMMON                                  $    629,280
                                                               ============


NOTE: (A) See Note 2(l) of Notes to Consolidated  Financial  Statements included
          in FirstEnergy's 2002 Annual Report to Shareholders, as revised

The notes to the consolidated financial statements of FirstEnergy,  Ohio Edison,
Cleveland Electric,  Toledo Edison,  Jersey Central Power & Light,  Metropolitan
Edison, and Pennsylvania Electric,  which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.

                                       96




                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                   FirstEnergy              Ohio              Cleveland              Toledo
                                                     Holding               Edison              Electric              Edison
                                                     Company            Consolidated         Consolidated         Consolidated
                                                   -----------          ------------         ------------         ------------

RETAINED EARNINGS:
                                                                                                        
Balance - Beginning of Period                      $ 1,521,805            $ 572,272            $ 150,183            $ 113,436

Net Income                                             629,280              363,483              155,946               13,337
                                                   -----------            ---------            ---------            ---------

   Subtotal                                          2,151,085              935,755              306,129              126,773

Common Stock Dividends Declared                       (439,628)            (121,900)                   -               (5,600)

Preferred Stock Dividends Declared                           -              (6,510)             (12,665)             (10,057)

Other                                                        -                    -               (4,743)              (1,299)
                                                   -----------            ---------            ---------            ---------

Balance - End of Period                            $ 1,711,457            $ 807,345            $ 288,721            $ 109,817
                                                   ===========            =========            =========            =========

ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                      $  (169,003)           $       -            $       -            $       -

Net Changes                                           (494,233)             (65,713)             (44,051)             (21,115)
                                                   -----------            ---------            ---------            ---------

Balance - End of Period                            $  (663,236)           $ (65,713)           $ (44,051)           $ (21,115)
                                                   ===========            =========            =========            =========


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                               97







                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                     American              Jersey             Metropolitan         Pennsylvania
                                                   Transmission            Central              Edison               Electric
                                                   Systems, Inc.        Power & Light         Consolidated         Consolidated
                                                   ------------         -------------         ------------         ------------

RETAINED EARNINGS:
                                                                                                        
Balance - Beginning of Period                        $ 24,662             $ 29,343             $ 14,617             $ 10,795

Net Income                                             25,873              251,895               63,224               50,910
                                                     ---------            --------             --------             --------

   Subtotal                                            50,535              281,238               77,841               61,705

Common Stock Dividends Declared                       (39,800)            (190,700)             (60,000)             (29,000)

Preferred Stock Dividends Declared                          -                1,465                    -                    -

Other                                                       -                    -                    -                    -
                                                     ---------            --------             --------             --------

Balance - End of Period                              $ 10,735             $ 92,003             $ 17,841             $ 32,705
                                                     =========            ========             =========            ========


ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                        $      -             $   (472)            $     11             $  1,779

Net Changes                                              (374)                (393)                 (50)              (1,848)
                                                     ---------            --------             --------             --------

Balance - End of Period                              $   (374)            $   (865)             $   (39)               $ (69)
                                                     =========            ========             =========            ========


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                               98







                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                       FirstEnergy                             FirstEnergy
                                                        Facilities          FirstEnergy          Nuclear
                                                         Services            Solutions         Operating Co.           Marbel
                                                       -----------          -----------        ------------           --------

RETAINED EARNINGS:
                                                                                                          
Balance - Beginning of Period                            $ 18,448           $ (120,411)          $ (9,735)            $ 15,791

Net Income                                                  2,673              (25,897)            (1,824)               9,280
                                                         --------           ----------           --------             --------

   Subtotal                                                21,121             (146,308)           (11,559)              25,071

Common Stock Dividends Declared                                 -                    -                  -                    -

Preferred Stock Dividends Declared                              -                    -                  -                    -

Other                                                           -                    -                  -                    -
                                                         --------           ----------           --------             --------

Balance - End of Period                                  $ 21,121           $ (146,308)          $(11,559)            $ 25,071
                                                         ========           ==========           ========             ========


ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                            $      -           $  (45,274)          $      -             $  6,944

Net Changes                                                     -               33,319            (34,976)             (12,496)
                                                         --------           ----------           --------             --------

Balance - End of Period                                  $      -           $  (11,955)          $ 34,976)            $ (5,552)
                                                         ========           ==========           ========             ========


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                               99







                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                            FirstEnergy                                  GPU
                                                              Ventures                                 Advanced             GPU
                                                            Consolidated             MYR              Resources            Power
                                                            ------------           -------            ---------          -------

RETAINED EARNINGS:
                                                                                                             
Balance - Beginning of Period                               $   10,899             $ 3,237             $ (221)           $ 1,675

Net Income                                                      (9,736)              5,544                 25              4,199
                                                            ----------          ----------             ------            -------

   Subtotal                                                      1,163               8,781               (196)             5,874

Common Stock Dividends Declared                                      -                   -                  -                  -

Preferred Stock Dividends Declared                                   -                   -                  -                  -

Other                                                                -                   -                  -                  -
                                                            ----------          ----------             ------            -------

Balance - End of Period                                     $    1,163          $    8,781             $ (196)           $ 5,874
                                                            ==========          ==========             ======            =======


ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                               $        -          $        -             $    -            $    (1)

Net Changes                                                          -                   -                  -                 98
                                                            ----------          ----------             ------            -------

Balance - End of Period                                     $        -          $        -             $    -            $    97
                                                            ==========          ==========             ======            =======


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                              100







                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                                                                                            GPU
                                                                GPU              FirstEnergy           License          Diversified
                                                              Capital             Properties          Holding Co.         Holdings
                                                             ---------          ------------          ----------        -----------

RETAINED EARNINGS:
                                                                                                               
Balance - Beginning of Period                                $ (3,638)             $ 3,138              $ (14)             $ (68)

Net Income                                                    (92,775)                 258                 57               (149)
                                                            ---------              -------              -----              -----

   Subtotal                                                   (96,413)               3,396                 43               (217)

Common Stock Dividends Declared                                     -                    -                  -                  -

Preferred Stock Dividends Declared                                  -                    -                  -                  -

Other                                                               -                    -                  -                  -
                                                             --------              -------              -----              -----

Balance - End of Period                                      $(96,413)             $ 3,396              $  43              $(217)
                                                            =========              =======              =====              -----

ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                                $      -              $     -              $   -              $ 149

Net Changes                                                   (91,461)                   -                  -               (470)
                                                             --------              -------              -----              -----

Balance - End of Period                                      $(91,461)             $     -              $   -              $(321)
                                                             ========              =======              =====              =====


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                              101







                                FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             For the Year Ended December 31, 2002
                                                       (In thousands $)


                                                                GPU                  GPU              FirstEnergy
                                                              Service              Telecom              Service
                                                                Co.                Services               Co.           Eliminations
                                                             ----------            --------           -----------       ------------

RETAINED EARNINGS:
                                                                                                            
Balance - Beginning of Period                                $        -            $ (1,212)          $   2,595         $  (835,792)

Net Income                                                            -               4,067                   -            (820,390)
                                                             ----------            --------           ---------         -----------

   Subtotal                                                           -               2,855               2,595          (1,656,182)

Common Stock Dividends Declared                                       -                   -                   -             447,000

Preferred Stock Dividends Declared                                    -                   -                   -              27,767

Other                                                                 -                   -                   -               6,042
                                                             ----------            --------           ---------         -----------

Balance - End of Period                                      $        -            $  2,855           $   2,595         $(1,175,373)
                                                             ==========            ========           =========         ===========


ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                                $        -            $      -           $     633         $    36,231

Net Changes                                                    (225,577)                  -             (43,523)            508,630
                                                             ----------            --------           ---------         -----------

Balance - End of Period                                      $ (225,577)           $      -           $ (42,890)        $   544,861
                                                             ==========            ========           =========         ===========


The notes to the consolidated  financial statements of FirstEnergy,  Ohio Edison,  Cleveland Electric,  Toledo Edison, Jersey
Central  Power & Light,  Metropolitan  Edison,  and  Pennsylvania  Electric,  which are  incorporated  by reference  from the
respective  annual  reports on Form 10-K for the year ended  December 31,  2002,  are an integral  part of the  consolidating
financial statements.

                                                              102






         FIRSTENERGY CORP. CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                      For the Year Ended December 31, 2002
                                (In thousands $)

                                                             FirstEnergy
                                                                Corp.
                                                             Consolidated
                                                             ------------

RETAINED EARNINGS:
Balance - Beginning of Period                                $1,521,805

Net Income                                                      629,280
                                                             ----------

   Subtotal                                                   2,151,085

Common Stock Dividends Declared                                (439,628)

Preferred Stock Dividends Declared                                    -

Other                                                                 -
                                                             ----------

Balance - End of Period                                      $1,711,457
                                                             ==========


ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance - Beginning of Period                                  (169,003)

Net Changes                                                    (494,233)
                                                             ----------

Balance - End of Period                                      $ (663,236)
                                                             ==========


The notes to the consolidated financial statements of FirstEnergy,  Ohio Edison,
Cleveland Electric,  Toledo Edison,  Jersey Central Power & Light,  Metropolitan
Edison, and Pennsylvania Electric,  which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.

                                    103




                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                              Ohio            Cleveland          Toledo           American
                                                             Edison           Electric           Edison         Transmission
                                                          Consolidated      Consolidated      Consolidated      Systems, Inc.
                                                          ------------      ------------      ------------      -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                      
Net income                                                 $  363,483        $ 155,946         $  13,337          $ 25,875
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                371,896          141,437            93,710            29,445
   Nuclear fuel and lease amortization                         47,597           21,044            11,866                 -
   Other amortization, net                                          -          (15,008)                -                 -
   Undistributed subsidiary earnings                                -                -                 -                 -
   Deferred costs recoverable as regulatory assets                  -                -                 -                 -
   Avon investment impairment                                       -                -                 -                 -
   Deferred income taxes, net                                 (56,136)          19,973            (5,868)            9,052
   Investment tax credits, net                                (15,026)          (4,062)           (1,851)             (757)
   Cumulative adjustment                                            -                -                 -                 -
   Receivables                                                (45,084)         (27,159)           13,564             8,500
   Materials and supplies                                      (9,930)          (7,624)           (5,582)                -
   Accounts payable                                            33,393          170,452            99,122             5,213
   Other                                                      367,008         (137,844)          (62,760)            5,161
                                                           ----------        ---------         ---------          --------
      Net cash provided from operating activities           1,057,201          317,155           155,538            82,489
                                                           ----------        ---------         ---------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -           50,000           100,000                 -
   Long-term debt                                              14,500          106,981            19,580                 -
   Short-term borrowings, net                                 161,836          190,879           132,445               134
Redemptions and repayments-
   Common stock                                                     -                -                 -                 -
   Preferred stock                                           (220,750)        (164,674)          (85,299)                -
   Long-term debt                                            (425,742)        (309,480)         (180,368)                -
Dividend payments
   Common stock                                              (121,900)               -            (5,600)          (39,800)
   Preferred stock                                             (6,510)         (13,782)          (10,057)                -
                                                           ----------        ---------         ---------          --------
      Net cash provided from (used for)
      financing activities                                   (598,566)        (140,076)          (29,299)          (39,666)
                                                           ----------        ---------         ---------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                           (148,967)        (163,199)         (105,510)          (29,709)
Proceeds from sale of Midlands                                      -                -                 -                 -
Avon cash & cash equivalents                                        -                -                 -                 -
Net assets held for sale                                            -                -                 -                 -
Cash investments                                               25,717           39,636            21,168                 -
Affiliated company transactions                              (327,876)             415             5,838           (19,242)
Other                                                           8,415          (23,845)          (27,349)            6,450
                                                           ----------        ---------         ---------          --------
      Net cash provided from (used for)
      investing activities                                   (442,711)        (146,993)         (105,853)          (42,501)
                                                           ----------        ---------         ---------          --------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                               $   15,924        $  30,086         $  20,386          $    322
                                                           ==========        =========         =========          ========

The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              104







                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                              Jersey        Metropolitan      Pennsylvania      FirstEnergy
                                                             Central           Edison           Electric         Facilities
                                                          Power & Light     Consolidated      Consolidated        Services
                                                          -------------     ------------      ------------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                       
Net income                                                  $ 251,895         $ 63,224         $  50,910           $ 2,673
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                244,759           81,419            61,476             6,882
   Nuclear fuel and lease amortization                              -                -                 -                 -
   Other amortization, net                                        849           (2,528)               94                 -
   Undistributed subsidiary earnings                                -                -                 -                 -
   Deferred costs recoverable as regulatory assets           (285,065)         (18,938)          (58,953)                -
   Avon investment impairment                                       -                -                 -                 -
   Deferred income taxes, net                                 115,866           23,356            11,893             3,225
   Investment tax credits, net                                 (3,551)            (792)           (1,032)                -
   Cumulative adjustment                                            -                -                 -                 -
   Receivables                                                (14,542)         (24,672)          (27,509)           15,700
   Materials and supplies                                           7                -                 -              (542)
   Accounts payable                                            16,399          (18,657)           (5,514)           (4,739)
   Other                                                      (17,642)            (538)            7,947            (3,029)
                                                            ---------         --------         ---------           -------
       Net cash provided from operating activities            308,975          101,874            39,312            20,17
                                                            ---------         --------         ---------           -------
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -                -                 -                 -
   Long-term debt                                             318,106           49,750                 -                 -
   Short-term borrowings, net                                 (18,149)          16,288            12,804            (8,071)
Redemptions and repayments-
   Common stock                                                     -                -                 -                 -
   Preferred stock                                            (51,500)               -                 -                 -
   Long-term debt                                            (196,033)         (60,000)          (49,973)           (2,530)
Dividend payments
   Common stock                                              (190,700)         (60,000)          (29,000)                -
   Preferred stock                                             (2,125)               -                 -                 -
                                                            ---------         --------         ---------           -------
      Net cash provided from (used for)
      financing activities                                   (140,401)         (53,962)          (66,169)          (10,601)
                                                            ---------         --------         ---------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                            (97,346)         (44,533)          (50,671)           (3,557)
Proceeds from sale of Midlands                                      -                -                 -                 -
Avon cash & cash equivalents                                        -                -                 -                 -
Net assets held for sale                                            -                -                 -                 -
Cash investments                                                    -                -                 -                 -
Affiliated company transactions                               (77,358)               -                 -                 -
Other                                                         (20,471)         (12,968)           48,805              (502)
                                                            ---------         --------         ---------           -------
      Net cash provided from (used for)
      investing activities                                   (195,175)         (57,501)           (1,866)           (4,059)
                                                            ---------         --------         ---------           -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                $ (26,601)        $ (9,589)        $ (28,723)          $ 5,510
                                                            =========         ========         =========           =======


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              105







                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                             FirstEnergy                        FirstEnergy
                                                           FirstEnergy         Nuclear                            Ventures
                                                            Solutions       Operating Co.        MARBEL         Consolidated
                                                           -----------      ------------        --------        ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                       
Net income                                                  $ (25,896)        $ (1,825)         $  9,281           $(9,738)
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                 20,682                -               757            10,377
   Nuclear fuel and lease amortization                              -                -                 -                 -
   Other amortization, net                                          -                -                 -                 -
   Undistributed subsidiary earnings                                -                -                 -                 -
   Deferred costs recoverable as regulatory assets                  -                -                 -                 -
   Avon investment impairment                                       -                -                 -                 -
   Deferred income taxes, net                                   7,795          (19,326)            8,458            (1,105)
   Investment tax credits, net                                      -                -                 -                 -
   Cumulative adjustment                                            -                -                 -                 -
   Receivables                                               (195,034)        (136,935)             (508)           (6,949)
   Materials and supplies                                     (13,198)               -                 6            (3,292)
   Accounts payable                                           205,462          112,996            (8,976)              456
   Other                                                      119,975           51,745            (1,375)           16,312
                                                            ---------         --------          --------           --------
      Net cash provided from operating activities             119,786            6,655             7,643             6,061
                                                            ---------         --------          --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -                -                 -                 -
   Long-term debt                                              14,717                -                 -                42
   Short-term borrowings, net                                 100,676                -            (4,500)            1,384
Redemptions and repayments-
   Common stock                                                     -                -                 -                 -
   Preferred stock                                                  -                -                 -                 -
   Long-term debt                                                   -                -              (569)           (6,356)
Dividend payments
   Common stock                                                     -                -                 -                 -
   Preferred stock                                                  -                -                 -                 -
                                                            ---------         --------          --------           -------
      Net cash provided from (used for)
      financing activities                                    115,393                -            (5,069)           (4,930)
                                                            ---------         --------          --------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                           (209,444)               -                 -           (35,101)
Proceeds from sale of Midlands                                      -                -                 -                 -
Avon cash & cash equivalents                                        -                -                 -                 -
Net assets held for sale                                            -                -                 -                 -
Cash investments                                                    -                -                 -                 -
Affiliated company transactions                                     -           (6,664)          (14,890)            3,627
Other                                                         (28,929)               -            10,081            32,296
                                                            ---------         --------          ---------          -------
      Net cash provided from (used for)
      investing activities                                   (238,373)          (6,664)           (4,809)              822
                                                            ---------         --------          ---------          -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                $  (3,194)        $     (9)         $ (2,235)          $ 1,953
                                                            =========         ========          ========           =======


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              106







                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                                GPU
                                                                              Advanced             GPU               GPU
                                                                MYR           Resources          Capital            Power
                                                             --------         ---------         --------          --------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                      
Net income                                                   $  5,543         $     26          $(92,774)         $  4,198
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                  1,648                2               807             5,849
   Nuclear fuel and lease amortization                              -                -                 -                 -
   Other amortization, net                                          -                -                 -                 -
   Undistributed subsidiary earnings                                -                -            (4,503)           (1,266)
   Deferred costs recoverable as regulatory assets                  -                -                 -                 -
   Avon investment impairment                                       -                -            50,000                 -
   Deferred income taxes, net                                       -               (2)          (18,672)            2,268
   Investment tax credits, net                                      -                -                 -                 -
   Cumulative adjustment                                            -                -            93,723                 -
   Receivables                                                 25,520              218           (23,634)              286
   Materials and supplies                                           -                -              (423)              934
   Accounts payable                                            (1,762)              31            11,232            (1,977)
   Other                                                       11,745             (503)           29,710            49,042
                                                             --------         --------          --------          --------
      Net cash provided from operating activities              42,694             (228)           45,466            59,334
                                                             --------         --------          --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -                -                 -                 -
   Long-term debt                                                   -                -                 -                 -
   Short-term borrowings, net                                       -                -          (110,782)                -
Redemptions and repayments-
   Common stock                                                     -                -                 -            (7,000)
   Preferred stock                                                  -                -                 -                 -
   Long-term debt                                                   -                -                 -           (57,811)
Dividend payments
   Common stock                                                     -                -                 -                 -
   Preferred stock                                                  -                -                 -                 -
                                                             --------         --------          ---------         --------
      Net cash provided from (used for)
      financing activities                                          -                -          (110,782)          (64,811)
                                                             --------         --------          ---------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                             (4,910)               -                 -              (130)
Proceeds from sale of Midlands                                      -                -           155,034                 -
Avon cash & cash equivalents                                        -                -            31,326                 -
Net assets held for sale                                            -                -           (31,326)                -
Cash investments                                                    -                -                 -                 -
Affiliated company transactions                                     -          (13,526)                -                 -
Other                                                          (2,730)              12           (89,608)                -
                                                             ---------        --------          ---------         --------
      Net cash provided from (used for)
      investing activities                                     (7,640)         (13,514)           65,426              (130)
                                                             ---------        --------          ---------         --------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                 $ 35,054         $(13,742)         $    110          $ (5,607)
                                                             ========         ========          ========          ========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              107







                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                                                                    GPU              GPU
                                                             FirstEnergy         License        Diversified        Service
                                                              Properties       Holding Co.        Holdings           Co.
                                                             -----------       ----------       -----------       --------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                      
Net income                                                      $ 258           $   56            $ (149)         $      -
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                    268                -                 -             5,125
   Nuclear fuel and lease amortization                              -                -                 -                 -
   Other amortization, net                                          -                -                 -                 -
   Undistributed subsidiary earnings                                -                -               183                 -
   Deferred costs recoverable as regulatory assets                  -                -                 -                 -
   Avon investment impairment                                       -                -                 -                 -
   Deferred income taxes, net                                    (155)              (1)                -            43,424
   Investment tax credits, net                                      -                -                 -                 -
   Cumulative adjustment                                            -                -                 -                 -
   Receivables                                                    141                7               (41)           53,713
   Materials and supplies                                           -                -                 -             9,644
   Accounts payable                                              (436)             (95)              (13)           22,905
   Other                                                          506               33              (182)         (167,535)
                                                               ------           ------             -----          --------
      Net cash provided from operating activities                 582                -              (202)          (32,724)
                                                               ------           ------             -----          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -                -               800                 -
   Long-term debt                                                   -                -                 -                 -
   Short-term borrowings, net                                       -                -                 -                 -
Redemptions and repayments-
   Common stock                                                     -                -                 -                 -
   Preferred stock                                                  -                -                 -                 -
   Long-term debt                                                (223)               -                 -                 -
Dividend payments
   Common stock                                                     -                -                 -                 -
   Preferred stock                                                  -                -                 -                 -
                                                               ------           ------             -----          --------
      Net cash provided from (used for)
      financing activities                                       (223)               -               800                 -
                                                               ------           ------             -----          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                                  -                -                 -              (122)
Proceeds from sale of Midlands                                      -                -                 -                 -
Avon cash & cash equivalents                                        -                -                 -                 -
Net assets held for sale                                            -                -                 -                 -
Cash investments                                                    -                -                 -               223
Affiliated company transactions                                  (487)               -                 -                 -
Other                                                               -                -              (684)            7,275
                                                               ------           ------             -----          --------
      Net cash provided from (used for)
      investing activities                                       (487)               -              (684)            7,376
                                                               ------           ------             -----          --------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                   $ (128)          $    -             $ (86)         $(25,348)
                                                               ======           ======             =====          ========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              108







                                    FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                                              For the Year Ended December 31, 2002
                                                        (In thousands $)


                                                               GPU          FirstEnergy       FirstEnergy
                                                             Telecom          Service           Holding
                                                             Services           Co.               Co.           Eliminations
                                                             --------       -----------       -----------       ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                     
Net income                                                   $  4,067       $        -         $ 619,207         $(810,317)
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization                    337           34,154                 -            (5,126)
   Nuclear fuel and lease amortization                              -                -                 -                 -
   Other amortization, net                                          -                -                 -                 -
   Undistributed subsidiary earnings                                -                -          (339,598)          345,184
   Deferred costs recoverable as regulatory assets                  -                -                 -                 -
   Avon investment impairment                                       -                -                 -                 -
   Deferred income taxes, net                                     872           (2,403)           (9,230)          (43,424)
   Investment tax credits, net                                      -                -                 -                 -
   Cumulative adjustment                                            -                -                 -                 -
   Receivables                                                 (4,465)          57,452          (240,830)          486,954
   Materials and supplies                                         346              100                (3)                -
   Accounts payable                                            (3,953)         (85,051)           88,910          (414,636)
   Other                                                        6,139         (317,752)         (117,344)          327,916
                                                             --------       ----------         ---------         ---------
      Net cash provided from operating activities               3,343         (313,500)            1,112          (113,449)
                                                             --------       ----------         ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -                -                 -          (150,800)
   Long-term debt                                                   -                -           145,000                 -
   Short-term borrowings, net                                   5,331           37,796           525,000          (564,551)
Redemptions and repayments-
   Common stock                                                     -                -                 -             7,000
   Preferred stock                                                  -                -                 -                 -
   Long-term debt                                             (15,000)               -            (4,729)                -
Dividend payments
   Common stock                                                     -                -          (439,628)          447,000
   Preferred stock                                                  -                -                 -            32,474
                                                             --------       ----------         ---------         ---------
      Net cash provided from (used for)
      financing activities                                     (9,669)          37,796           225,643          (228,877)
                                                             --------       ----------         ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                             (2,940)        (101,584)                -                 -
Proceeds from sale of Midlands                                      -                -                 -                 -
Avon cash & cash equivalents                                        -                -                 -                 -
Net assets held for sale                                            -                -                 -                 -
Cash investments                                                    -           (5,395)                -                 -
Affiliated company transactions                                     -             (204)         (114,185)          564,552
Other                                                              (6)          58,510          (152,834)          133,727
                                                             --------       ----------         ---------         ---------
      Net cash provided from (used for)
      investing activities                                     (2,946)         (48,673)         (267,019)          698,279
                                                             --------       ----------         ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                 $ (9,272)      $ (324,377)        $ (40,264)        $ 355,953
                                                             ========       ==========         =========         =========


The notes to the consolidated  financial  statements of FirstEnergy,  Ohio Edison,  Cleveland  Electric,  Toledo Edison,  Jersey
Central Power & Light,  Metropolitan Edison, and Pennsylvania Electric,  which are incorporated by reference from the respective
annual  reports  on Form 10-K for the year  ended  December  31,  2002,  are an  integral  part of the  consolidating  financial
statements.

                                                              109






            FIRSTENERGY CORP. CONSOLIDATING STATEMENTS OF CASH FLOWS
                      For the Year Ended December 31, 2002
                                (In thousands $)

                                                           FirstEnergy
                                                              Corp.
                                                          Consolidated
                                                          ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                 $  629,280
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for depreciation and amortization              1,105,904
   Nuclear fuel and lease amortization                         80,507
   Other amortization, net                                    (16,593)
   Undistributed subsidiary earnings                                -
   Deferred costs recoverable as regulatory assets           (362,956)
   Avon investment impairment                                  50,000
   Deferred income taxes, net                                  89,860
   Investment tax credits, net                                (27,071)
   Cumulative adjustment                                       93,723
   Receivables                                                (85,307)
   Materials and supplies                                     (29,557)
   Accounts payable                                           220,762
   Other                                                      166,735
                                                           -----------
      Net cash provided from operating activities           1,915,287
                                                           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
   Common stock                                                     -
   Long-term debt                                             668,676
   Short-term borrowings, net                                 478,520
Redemptions and repayments-
   Common stock                                                     -
   Preferred stock                                           (522,223)
   Long-term debt                                          (1,308,814)
Dividend payments
   Common stock                                              (439,628)
   Preferred stock                                                  -
                                                           ----------
      Net cash provided from (used for)
      financing activities                                 (1,123,469)
                                                           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                           (997,723)
Proceeds from sale of Midlands                                155,034
Avon cash & cash equivalents                                   31,326
Net assets held for sale                                      (31,326)
Cash investments                                               81,349
Affiliated company transactions                                     -
Other                                                         (54,355)
                                                           ----------
      Net cash provided from (used for)
      investing activities                                   (815,695)
                                                           ----------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                               $  (23,877)
                                                           ==========


The notes to the consolidated financial statements of FirstEnergy,  Ohio Edison,
Cleveland Electric,  Toledo Edison,  Jersey Central Power & Light,  Metropolitan
Edison, and Pennsylvania Electric,  which are incorporated by reference from the
respective annual reports on Form 10-K for the year ended December 31, 2002, are
an integral part of the consolidating financial statements.

                                      110



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

A.       Annual Reports
         --------------

         The following documents are incorporated by reference:

A-1      FirstEnergy  Corp. - Annual  Report on Form 10-K/A for 2002,  filed  on
         May 9, 2003 (File No. 333-21011)

         Ohio  Edison  Company  -  Annual  Report on Form  10-K  for 2002  (File
         No. 1-2578)

         The  Cleveland  Electric  Illuminating  Company - Annual Report on Form
         10-K for 2002 (File No. 1-2323)

         The Toledo Edison Company - Annual Report on Form  10-K for 2002  (File
         No. 1-3583)

         Pennsylvania Power Company - Annual Report on Form 10-K for 2002  (File
         No. 1-3491)

         Jersey  Central Power & Light Company - Annual  Report on Form 10-K for
         2002 (File No. 1-3141)

         Metropolitan Edison Company - Annual Report on Form 10-K for 2002 (File
         No.1-446)

         Pennsylvania  Electric Company -  Annual  Report on  Form 10-K for 2002
         (File No.1-3522)


B.       Certificates of  Incorporation,  Articles  of  Incorporation,  By-Laws,
         -----------------------------------------------------------------------
         Partnership Agreements and Other Organizational Documents
         ---------------------------------------------------------

         FirstEnergy Corp (FirstEnergy)
         -----------------------------

B-1      Articles of Incorporation  constituting FirstEnergy Corp.'s Articles of
         Incorporation,  dated September 17, 1996. (September 17, 1996 Form 8-K,
         Exhibit C)

B-2      Amended Articles of Incorporation of FirstEnergy Corp  -incorporated by
         reference to Exhibit  (3)-1(a) to  FirstEnergy's  Annual Report on Form
         10-K for 2002. (File No. 333-21011)

B-3      Regulations of FirstEnergy Corp.  (September 17, 1996 Form 8-K, Exhibit
         D)

B-4      FirstEnergy  Corp.  Amended  Code  of  Regulations  -  incorporated  by
         reference to Exhibit  (3)-2(a) to  FirstEnergy's  Annual Report on Form
         10-K for 2002. (File No. 333-21011)

         American Transmissions Systems, Inc. (ATSI)
         -------------------------------------------
         Centerior Indemnity Trust
         -------------------------
         Centerior Service Company
         -------------------------
         FE Acquisition Corp.
         --------------------

                                      111



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         First Communications, LLC
         -------------------------
         FE Holdings, LLC
         ----------------
         FELHC, Inc.
         -----------
         FirstEnergy Facilities Services Group, LLC (FEFSG)
         --------------------------------------------------
         FirstEnergy Nuclear Operating Company
         -------------------------------------
         FirstEnergy Properties, Inc.
         ----------------------------
         FirstEnergy Securities Transfer Company
         ---------------------------------------
         FirstEnergy Servis Company
         --------------------------
         FirstEnergy Solutions Corp. (FES)
         ---------------------------------
         FirstEnergy Ventrues Corp.
         --------------------------
         MARBEL Energy Corporation
         -------------------------
         PowerSpan Corp.
         ---------------
         UMICO Holdings, Inc.
         --------------------

B-5      Incorporated  by reference to Exhibit B to  FirstEnergy's  Form U5B for
         the year 2002, File No. 030-00039.

GPU Advanced Resources, GPU Telcom, GPUS, GPUN, GPU Diversified Holdings and GPU
--------------------------------------------------------------------------------
Enertech Holdings
-----------------

B-6      Articles of  Incorporation of GPUS, as amended through April 27, 1994 -
         incorporated  by reference to Exhibit A-1 to  Application  on Form U-1,
         File No. 70-4990.

B-7      Articles of  Incorporation of GPUS, as amended through August 1, 1996 -
         incorporated  by reference to Exhibit B-5 to GPU,  Inc.'s Annual Report
         on Form U5S for the year 1996, File No. 30-126.

B-8      Amended By-Laws of GPUS,  dated as of January 1, 1999 - incorporated by
         reference to Exhibit B-12 to GPU,  Inc.'s Annual Report on Form U5S for
         the year 1999, File No. 30-126.

B-9      Certificate of  Incorporation  of GPUN, dated as of September 5, 1980 -
         incorporated  by reference to Exhibit A-1 to  Application  on Form U-1,
         File No. 70-6443.

B-10     Certificate of Amendment to the  Certificate of  Incorporation  of GPUN
         dated August 1, 1996 - incorporated by reference to Exhibit B-7 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

B-11     Amended  By-Laws of GPUN,  dated as of April 29, 1993 - incorporated by
         reference to Exhibit 3-A to GPU,  Inc.'s  Annual Report on Form 10K for
         1993, File No.1-6047.

B-12     Articles of  Incorporation of Saxton Nuclear  Experimental  Corporation
         (Saxton)  dated as of March 29, 1974 -  incorporated  by  reference  to
         Exhibit  B-12 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1988, File No. 30-126.

B-13     Amended By-Laws of Saxton, dated as of March 30, 1984 - incorporated by
         reference  to  Exhibit  A-1(e) to  Application  on Form  U-1,  File No.
         70-7398.

                                      112



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU  Advanced  Resources,  GPU  Telcom,  GPUS,  GPUN,  GPU  Diversified
         -----------------------------------------------------------------------
         Holdings and GPU Enertech Holdings
         -----------------------------------

B-14     Amendment  to Section 37 of the  By-Laws of Saxton,  dated as of August
         27, 1987 -  incorporated  by reference to Exhibit  A-2(b),  Certificate
         Pursuant to Rule 24, File No. 70-7398.

B-15     Certificate of Incorporation of GPU Energy Services,  Inc., dated as of
         September 13, 1996-  incorporated  by reference to Exhibit B-15 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.

B-16     Certificate of Amendment of Certificate of  Incorporation of GPU Energy
         Services,  Inc., dated as of January 15, 1997 to change the name of the
         company to GPU Advanced  Resources,  Inc-  incorporated by reference to
         Exhibit B-16 to GPU Inc.'s Annual Report on Form U5S for the year 1997,
         File No. 30-126.

B-17     By-Laws of GPU Advanced  Resources,  Inc.,  dated as of March 6, 1997 -
         incorporated  by reference to Exhibit B-17 to GPU Inc.'s  Annual Report
         on Form U5S for the year 1997, File No. 30-126.

B-18     Certificate of Incorporation of GPU Telcom Services,  Inc., dated as of
         September 13, 1996 - incorporated  by reference to Exhibit B-18 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.

B-19     By-Laws  of GPU  Telcom  Services,  Inc.,  dated as of March 6,  1997 -
         incorporated  by reference to Exhibit B-19 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1997, File No. 30-126.

B-20     Certificate of Formation of GPU Diversified Holdings,  LLC dated August
         3, 2000 -  incorporated  by  reference  to  Exhibit  B-20 to GPU Inc.'s
         Annual Report on Form U5S for the year 2000, File No. 1-6047.

B-21     Limited  Liability  Company  Agreement of GPU Diversified  Holdings LLC
         dated December 12, 2000 - incorporated  by reference to Exhibit B-20 to
         GPU  Inc.'s  Annual  Report  on Form  U5S for the year  2000,  File No.
         1-6047.

B-22     Certificate  of  Incorporation  of GPU Enertech  Holdings,  Inc.  dated
         February  22, 2000 -  incorporated  by reference to Exhibit B-20 to GPU
         Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047.

B-23     By-Laws of GPU  Enertech  Holdings,  Inc.  dated  February  22.  2000 -
         incorporated  by reference to Exhibit B-20 to GPU Inc.'s  Annual Report
         on Form U5S for the year 2000, File No. 1-6047.

                                      113



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Ohio Edison Company (OE)
         ------------------------

B-24     Agreement 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, Exhibit 2-1).

B-25     Amended   Articles  of   Incorporation,   Effective   June  21,   1994,
         constituting OE's Articles of Incorporation.  (1994 Form 10-K,  Exhibit
         3-1.)

B-26     Amended and  Restated  Code of  Regulations,  amended  March 15, 2002 -
         incorporated  by reference to Exhibit 3-A 3-2 to OE's Annual  Report on
         Form 10-K for 2001, File No. 1-2578.


         Pennsylvania Power Company (Penn)
         ---------------------------------

B-27     Amended and Restated  Articles of  Incorporation,  as amended March 15,
         2002 -  incorporated  by reference to Exhibit 3-A 3-1 to Penn's  Annual
         Report on Form 10-K for 2001, File No. 1-3491.

B-28     Amended  and  Restated  By-Laws of Penn,  as amended  March 15,  2002 -
         incorporated by reference to Exhibit 3-A 3-2 to Penn's Annual Report on
         Form 10-K for 2001, File No. 1-3491.


         The Cleveland Electric Illuminating Company (CEI)
         -------------------------------------------------

B-29     Amended Articles of Incorporation of CEI, as amended, effective May 28,
         1993 (Exhibit 3a, 1993 Form 10-K, File No. 1-2323).

B-30     Regulations of CEI, dated April 29, 1981, as amended effective October
        1,  1988 and April 24,  1990  (Exhibit  3b,  1990  Form  10-K,  File No.
        1-2323).

B-31     Amended  and  Restated  Code of  Regulations,  dated  March 15,  2002 -
         incorporated  by reference to Exhibit 3-A 3c to CEI's Annual  Report on
         Form 10-K for 2001, File No. 1-2323.


         The Toledo Edison Company (TE)
         ------------------------------

B-32     Amended Articles of Incorporation of TE, as amended  effective  October
         2, 1992 (Exhibit 3a, 1992 Form 10-K, File No. 1-3583).

B-33     Amended  and  Restated  Code of  Regulations,  dated  March 15,  2002 -
         incorporated  by reference  to Exhibit 3-A 3b to TE's Annual  Report on
         Form 10-K for 2001, File No. 1-3583.

                                      114



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

B-34     Restated  Certificate of  Incorporation  of JCP&L,  dated as of May 26,
         1982 -  incorporated  by  reference  to Exhibit  3-A to JCP&L's  Annual
         Report on Form 10-K for 1990, File No. 1-3141.

B-35     Certificate of Amendment to Restated  Certificate of  Incorporation  of
         JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit
         A-2(a), Certificate Pursuant to Rule 24, File No. 70-7949.

B-36     Certificate of Amendment to Restated  Certificate of  Incorporation  of
         JCP&L, dated as of June 19, 1992 - incorporated by reference to Exhibit
         A-2(a)(i), Certificate Pursuant to Rule 24, File No. 70-7949.

B-37     Amended  By-Laws of JCP&L,  dated as of May 25, 1993 - incorporated  by
         reference  to  Exhibit  3-B to JCP&L's  Annual  Report on Form 10-K for
         1993, File No. 1-3141.

B-38     Certificate of Incorporation of JCP&L Preferred Capital, Inc., dated as
         of February  21,  1995 -  incorporated  by  reference  to Exhibit  A-1,
         Application on Form U-1, File No. 70-8495.

B-39     By-Laws of JCP&L Preferred Capital, Inc., dated as of February 21, 1995
         -  incorporated  by reference to Exhibit A-2,  Application on Form U-1,
         File No. 70-8495.

B-40     Amended and Restated  Limited  Partnership  Agreement of JCP&L Capital,
         L.P.,  dated as of May 11, 1995 - incorporated  by reference to Exhibit
         A-5(a), Certificate Pursuant to Rule 24, File No. 70-8495.

B-41     Action Creating Series A Preferred  Securities of JCP&L Capital,  L.P.,
         dated as of May 11, 1995 - incorporated by reference to Exhibit A-6(a),
         Certificate Pursuant to Rule 24, File No. 70-8495.

B-42     Payment and  Guarantee  Agreement of JCP&L,  dated as of May 18, 1995 -
         incorporated  by reference to Exhibit B-1(a),  Certificate  Pursuant to
         Rule 24, File No. 70-8495.

B-43     Certificate of Incorporation of JCP&L Transition  Holdings,  Inc. dated
         February  24, 2000 -  incorporated  by reference to Exhibit B-20 to GPU
         Inc.'s Annual Report on Form U5S for the year 2000, File No. 1-6047.

                                      115




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

B-44     Certificate of Formation of JCP&L Transition Funding LLC dated February
         24, 2000 -  incorporated  by  reference  to Exhibit  B-20 to GPU Inc.'s
         Annual Report on Form U5S for the year 2000, File No. 1-6047.

B-45     Limited Liability  Company  Agreement for JCP&L Transition  Funding LLC
         dated February 24, 2000 - incorporated  by reference to Exhibit B-20 to
         GPU  Inc.'s  Annual  Report  on Form  U5S for the year  2000,  File No.
         1-6047.


         Met-Ed
         ------

B-46     Articles  of  Incorporation  of York Haven Power  Company,  dated as of
         December 18, 1967 -  incorporated  by reference to Exhibit B-15 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126.

B-47     Certificate of Incorporation of Met-Ed Preferred  Capital,  Inc., dated
         as of May  6,  1994 -  incorporated  by  reference  to  Exhibit  3-C to
         Registration Statement on Form S-3, Registration No. 33-53673.

B-48     Amended  By-Laws of York Haven  Power  Company,  dated as of January 1,
         1985 - incorporated by reference to Exhibit A-1(d), Application on Form
         U-1, File No. 70-7398.

B-49     Amendment  to Section 29 of the  By-Laws of York Haven  Power  Company,
         dated as of  September 8, 1987 -  incorporated  by reference to Exhibit
         A-2(a), Certificate Pursuant to Rule 24, File No. 70-7398.

B-50     By-Laws of Met-Ed  Preferred  Capital,  Inc., dated as of May 6, 1994 -
         incorporated by reference to Exhibit A-2, Application on Form U-1, File
         No. 70-8401.

B-51     Amended and Restated Limited  Partnership  Agreement of Met-Ed Capital,
         L.P.,  dated as of August  16,  1994 -  incorporated  by  reference  to
         Exhibit A-5(a), Certificate Pursuant to Rule 24, File No. 70-8401.

                                      116




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Met-Ed
         ------

B-52     Certificate  of  Incorporation  of Met-Ed  Preferred  Capital II, Inc.,
         dated as of  September  1, 1998-  incorporated  by reference to Exhibit
         3-C,  Registration   Statement  on  Form  S-3,  SEC  Registration  Nos.
         333-62967, 333-62967-01 and 333-62967-02.

B-53     By-Laws of Met-Ed Preferred  Capital II, Inc., dated as of September 1,
         1998- incorporated by reference to Exhibit 3-D, Registration  Statement
         on  Form  S-3,  SEC  Registration  Nos.  333-62967,   333-62967-01  and
         333-62967-02.

B-54     Certificate of Limited Partnership of Met-Ed Capital II, L.P., dated as
         of  September  1,   1998-incorporated   by  reference  to  Exhibit  3E,
         Registration  Statement on Form S-3, SEC Registration  Nos.  333-62967,
         333-62967-01 and 333-62967-02.

B-55     Certificate  of Business  Trust  Registration  of Met-Ed Capital Trust,
         dated as of September 1,1998- incorporated by reference to Exhibit 4-K,
         Registration  Statement on Form S-3, SEC Registration  Nos.  333-62967,
         333-62967-01, and 333-62967-02.

B-56     Restated  Articles  of  Incorporation  of Met-Ed  dated March 8, 1999 -
         incorporated  by reference to Exhibit 3-E of Met-Ed's  Annual Report on
         Form 10-K for the year 1999, File No. 1-446.

B-57     Payment  and  Guarantee  Agreement  of  Met-Ed,  dated  May 28,  1999 -
         incorporated  by reference to Exhibit B-1(a),  Certificate  Pursuant to
         Rule 24, File No. 70-9329.

B-58     Amendment  No. 1 to Payment and  Guarantee  Agreement of Met-Ed,  dated
         November  23,  1999 -  incorporated  by  reference  to  Exhibit  4-H of
         Met-Ed's Annual Report on Form 10-K for the year 1999, File No. 1-446.

B-59     Amended  By-Laws  of  Met-Ed  as of  May  16,  2000 -  incorporated  by
         reference to Exhibit 3-F of Met-Ed's Annual Report on Form 10-K for the
         year 2000, File No. 2-27099.


         Penelec
         -------

B-60     Articles of  Incorporation of Nineveh Water Company  (formerly  Penelec
         Water Company), dated as of May 22, 1920 - incorporated by reference to
         Exhibit  B-36 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1988, File No. 30-126.

B-61     Certificate of Incorporation of Penelec Preferred Capital,  Inc., dated
         as of May  9,  1994 -  incorporated  by  reference  to  Exhibit  3-C to
         Registration Statement on Form S-3, Registration No. 33-53677.

                                      117




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penelec
         -------

B-62     By-Laws  of  Nineveh  Water  Company,  dated  as  of  May  22,  1920  -
         incorporated by reference to Exhibit  A-1(c),  Application on Form U-1,
         File No. 70-7398.

B-63     Amendment  to Article  V,  Section 6 of the  By-Laws  of Nineveh  Water
         Company,  dated as of August 27, 1987 -  incorporated  by  reference to
         Exhibit A-1 (c), Certificate Pursuant to Rule 24, File No. 70-7398.

B-64     By-Laws of Penelec Preferred  Capital,  Inc., dated as of May 9, 1994 -
         incorporated by reference to Exhibit A-2, Application on Form U-1, File
         No. 70-8403.

B-65     Amended and Restated Limited Partnership  Agreement of Penelec Capital,
         L.P.,  dated as of June 27, 1994 - incorporated by reference to Exhibit
         A-5(a), Certificate Pursuant to Rule 24, File No. 70-8403.

B-66     Payment  and  Guarantee  Agreement  of  Penelec,  dated June 16, 1999 -
         incorporated  by reference to Exhibit B-1(a),  Certificate  Pursuant to
         Rule 24, File No. 70-9327.

B-67     Amendment  No. 1 to Payment and Guarantee  Agreement of Penelec,  dated
         November  23,  1999 -  incorporated  by  reference  to  Exhibit  4-J of
         Penelec's  Annual  Report  on Form  10-K  for the year  1999,  File No.
         1-3522.

B-68     Certificate of  Incorporation  of Penelec  Preferred  Capital II, Inc.,
         dated as of August 20, 1998-  incorporated by reference to Exhibit 3-C,
         Registration  Statement on Form S-3, SEC Registration  Nos.  333-62295,
         333-62295-01 and 333-62295-02.

B-69     By-Laws of Penelec  Preferred  Capital II, Inc., dated as of August 20,
         1998- incorporated by reference to Exhibit 3-D, Registration  Statement
         on  Form  S-3,  SEC  Registration  Nos.  333-62295,   333-62295-01  and
         333-62295-02.

B-70     Certificate of Limited  Partnership of Penelec Capital II, L.P.,  dated
         as of August 20,  1998-  incorporated  by  reference  to  Exhibit  3-E,
         Registration  Statement on Form S-3, SEC Registration  Nos.  333-62295,
         333-62295-01 and 333-62295-02.

B-71     Certificate of Business Trust  Registration  of Penelec  Capital Trust,
         dated as of August 20, 1998-  incorporated by reference to Exhibit 4-J,
         Registration  Statement on Form S-3, SEC Registration  Nos.  333-62295,
         333-62295-01 and 333-62295-02.

B-72     Restated  Articles of  Incorporation  of Penelec  dated March 8, 1999 -
         incorporated by reference to Exhibit 3-G of Penelec's  Annual Report on
         Form 10-K for the year 1999, File No. 1-3522.

                                      118




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penelec
         -------

B-73     Amended By-Laws of Penelec, dated as of May 16, 2000 - incorporated by
         reference to Exhibit 3-H of Penelec's Annual Report on Form 10-K for
         the year 2000, File No. 1-3522.


         GPU Electric & GPU Power
         ------------------------

B-74     Articles of  Incorporation  of North Canadian Power,  Inc., dated as of
         November 21, 1989 -  incorporated  by reference to Exhibit B-13 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-75     Certificate of Amendment of Articles of Incorporation of North Canadian
         Power, Inc., dated as of May 18, 1994, to change to name of the company
         to NCP Energy, Inc. - incorporated by reference to Exhibit B-14 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-76     Articles of  Incorporation of ADA Management  Corporation,  dated as of
         November 20, 1990 -  incorporated  by reference to Exhibit B-20 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-77     Certificate of Amendment of Articles of Incorporation of ADA Management
         Corporation,  dated  as of July  31,  1993 to  change  the  name of the
         company  to  Commerce   Cogeneration   Corporation  -  incorporated  by
         reference to Exhibit B-21 to GPU,  Inc.'s Annual Report on Form U5S for
         the year 1994, File No. 30-126.

B-78     Certificate  of  Amendment  of  Articles of  Incorporation  of Commerce
         Cogeneration Corporation,  dated as of July 31, 1993 to change the name
         of the company to NCP ADA Power,  Inc. -  incorporated  by reference to
         Exhibit  B-22 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1994, File No. 30-126.

B-79     Certificate of Incorporation  of EI Power,  Inc., dated as of March 15,
         1994 - incorporated  by reference to Exhibit B-41 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1994, File No. 30-126.

B-80     Certificate of Amendment of Certificate of  Incorporation  of EI Power,
         Inc.,  dated as of August 1, 1996 to change the name of the  company to
         GPU Power,  Inc. -  incorporated  by  reference to Exhibit B-77 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, Form No. 30-126.

                                      119




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-81     Certificate of Incorporation of Guaracachi  America,  Inc., dated as of
         July 13,  1995 -  incorporated  by  reference  to Exhibit  B-80 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.

B-82     By-Laws of Incorporation of EI Services  Colombia,  Ltda.  (Public Deed
         No. 2798),  dated as of August 11, 1995 - incorporated  by reference to
         Exhibit  B-81 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1995, File No. 30-126.

B-83     Amendment  to the By-Laws of  Incorporation  of EI  Services  Colombia,
         Ltda.  dated as of August 9, 1996 to change the name of the  company to
         GPU  International  Latin  America,  Ltda.  (subsequently  renamed GPUI
         Colombia,  Ltda.) -  incorporated  by reference to Exhibit B-88 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

B-84     By-Laws of  Incorporation of Empresa  Guaracachi S.A.,  effective as of
         July 13,  1995 -  incorporated  by  reference  to Exhibit  B-82 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.

B-85     Certificate of Incorporation of EI Barranquilla, Inc., dated as of July
         10, 1995 -  incorporated  by reference  to Exhibit B-83 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 1995, File No. 30-126.

B-86     By-Laws of  Incorporation  of  Termobarranquilla  S.A. (Public Deed No.
         9994),  dated as of October 14, 1994 -  incorporated  by  reference  to
         Exhibit  B-84 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1995, File No. 30-126.

B-87     Certificate of Incorporation of Barranquilla Lease Holding, Inc., dated
         as of August 7, 1995 -  incorporated  by  reference  to Exhibit B-85 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1995,  File No.
         30-126.

B-88     Certificate of Incorporation of Los Amigos Leasing Company, Ltd., dated
         as of August 18, 1995 -  incorporated  by  reference to Exhibit B-86 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1995,  File No.
         30-126.

B-89     Certificate of  Incorporation of  International  Power Advisors,  Inc.,
         dated as of August 14, 1995 - incorporated by reference to Exhibit B-87
         to GPU,  Inc.'s Annual  Report on Form U5S for the year 1995,  File No.
         30-126.

                                      120





ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-90     Certificate of Incorporation of Colombian Installations, Inc., dated as
         of  September  8, 1995 -  incorporated  by reference to Exhibit B-88 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1995,  File No.
         30-126.

B-91     Certificate of Amendment of Certificate of  Incorporation  of Colombian
         Installations,  Inc., dated as of August 26, 1996 to change the name of
         the company to GPU Power Philippines,  Inc. - incorporated by reference
         to Exhibit B-96 to GPU,  Inc.'s  Annual Report on Form U5S for the year
         1996, File No. 30-126.

B-92     Certificate of  Incorporation  of EI Energy,  Inc., dated as of October
         18, 1995 -  incorporated  by reference  to Exhibit B-89 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 1995, File No. 30-126.

B-93     Certificate of Amendment of Certificate of  Incorporation of EI Energy,
         Inc.,  dated as of August 1, 1996 to change the name of the  company to
         GPU Electric,  Inc. - incorporated by reference to Exhibit B-98 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

B-94     Certificate of Incorporation of EI UK Holdings, Inc., dated as of April
         30, 1996 -  incorporated  by reference to Exhibit B-103 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 1996, File No. 30-126.

B-95     Memorandum  and  Articles  of  Association  of  Avon  Energy   Partners
         Holdings,  dated  as of May 2,  1996 -  incorporated  by  reference  to
         Exhibit  B-104 to GPU,  Inc.'s  Annual  Report on Form U5S for the year
         1996, File No. 30-126.

B-96     Memorandum of  Association  of Midlands  Electricity  plc,  dated as of
         March 9, 1989 -  incorporated  by  reference  to Exhibit  B-106 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

B-97     Articles  of  Association  of  Midlands  Electricity  plc,  adopted  on
         December 13, 1996 - incorporated  by reference to Exhibit B-107 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

B-98     Certificate of Filing of Amended  Articles of Incorporation of Magellan
         Utilities   Development   Corporation,   adopted  on  March  14,  1994-
         incorporated by reference to Exhibit B-108 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1996, File No. 30-126.

                                      121




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-99     By-Laws of North Canadian Power, Inc. (subsequently renamed NCP Energy,
         Inc.),  adopted as of December 27, 1989 - incorporated  by reference to
         Exhibit  B-70 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1994, File No. 30-126.

B-100    By-Laws  of  Commerce  Cogeneration  Corporation,  as  amended  through
         October  3,  1992  (formerly  known as ADA  Management  Corporation)  -
         subsequently renamed NCP ada Power, Inc. - incorporated by reference to
         Exhibit  B-76 to GPU,  Inc.'s  Annual  Report  on Form U5S for the year
         1994, File No. 30-126.

B-101    By-Laws of EI Cayman (subsequently renamed EI International),  dated as
         of June 16, 1993 -  incorporated  by  reference to Exhibit B-87 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-102    By-Laws of EI Power, Inc. (subsequently renamed GPU Power, Inc.), dated
         as of May 2, 1994 -  incorporated  by reference to Exhibit B-89 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-103    By-Laws of  Guaracachi  America,  Inc.,  adopted as of July 13,  1995 -
         incorporated by reference to Exhibit B-124 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1995, File No. 30-126.

B-104    By-Laws of EI  Barranquilla,  Inc.,  adopted as of December  29, 1995 -
         incorporated by reference to Exhibit B-125 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1995, File No. 30-126.

B-105    By-Laws of Barranquilla Lease Holding, Inc., adopted as of December 29,
         1995 - incorporated by reference to Exhibit B-126 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1995, File No. 30-126.

B-106    By-Laws of Los Amigos  Leasing  Company,  Ltd.,  dated as of August 18,
         1995 - incorporated by reference to Exhibit B-127 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1995, File No. 30-126.

B-107    By-Laws of International Power Advisors, Inc., adopted as of August 16,
         1995 - incorporated by reference to Exhibit B-128 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1995, File No. 30-126.

                                      122




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-108    By-Laws of  Colombian  Installations,  Inc.  (subsequently  renamed GPU
         Power   Philippines,   Inc.),   adopted  as  of  September  9,  1995  -
         incorporated by reference to Exhibit B-129 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1995, File No. 30-126.

B-109    By-Laws of EI Energy, Inc.  (subsequently renamed GPU Electric,  Inc.),
         dated as of October 20, 1995 -  incorporated  by  reference  to Exhibit
         B-130 to GPU,  Inc.'s Annual Report on Form U5S for the year 1995, File
         No. 30-126.

B-110    By-Laws  of EI UK  Holdings,  Inc.,  adopted  as of  April  30,  1996 -
         incorporated  by reference to Exhibit B-150 to GPU Inc.'s Annual Report
         on Form U5S for the year 1996, File No. 30-126.

B-111    Certificate  of  Filing  of  Amended  By-Laws  of  Magellan   Utilities
         Development  Corporation adopted on September 29, 1994- incorporated by
         reference to Exhibit B-151 to GPU, Inc.'s Annual Report on Form U5S for
         the year 1996, File No. 30-126.

B-112    Memorandum of Association of 2322120 Nova Scotia  Limited,  dated as of
         December 22, 1993 -  incorporated  by reference to Exhibit B-35 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-113    Certificate  of Amendment of the  Memorandum of  Association of 2322120
         Nova Scotia  Limited,  dated as of February 17, 1994 to change the name
         of  the  company  to EI  Services  Canada  Limited  -  incorporated  by
         reference to Exhibit B-36 to GPU,  Inc.'s Annual Report on Form U5S for
         the year 1994, File No. 30-126.

B-114    Memorandum of Association of 2322133 Nova Scotia  Limited,  dated as of
         December 22, 1993 -  incorporated  by reference to Exhibit B-31 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.

B-115    Certificate  of Amendment of the  Memorandum of  Association of 2322133
         Nova Scotia  Limited,  dated as of February 17, 1994 to change the name
         of the company to EI Canada Holding Limited - incorporated by reference
         to Exhibit B-32 to GPU,  Inc.'s  Annual Report on Form U5S for the year
         1994, File No. 30-126.

B-116    Memorandum  of  Association  of  EI  Cayman  (subsequently  renamed  EI
         International),  dated as of June 16, 1993 - incorporated  by reference
         to Exhibit B-39 to GPU,  Inc.'s  Annual Report on Form U5S for the year
         1994, File No. 30-126.

                                      123




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-117    Memorandum  of   Association   of  EI  Australia   Services  Pty  Ltd.,
         (subsequently renamed GPU International  Australia Pty Ltd.), effective
         as of October 26, 1995 - incorporated  by reference to Exhibit B-142 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1995,  File No.
         30-126.

B-118    Articles of Association  of 2322133 Nova Scotia  Limited  (subsequently
         renamed EI Canada Holding  Limited),  adopted as of December 22, 1993 -
         incorporated  by reference to Exhibit B-83 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1994, File No. 30-126.

B-119    Articles of Association  of 2322120 Nova Scotia  Limited  (subsequently
         renamed EI Services Canada Limited),  adopted as of December 22, 1993 -
         incorporated  by reference to Exhibit B-85 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1994, File No. 30-126.

B-120    Articles  of   Association   of  EI   Australia   Services   Pty  Ltd.,
         (subsequently renamed GPU International Australia Pty Ltd.), adopted as
         of October 26, 1995 -  incorporated  by reference  to Exhibit  B-148 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1995,  File No.
         30-126.

B-121    Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
         Deed No.  1198),  dated  as of  February  24,  1995 -  incorporated  by
         reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for
         the year 1995, File No. 30-126.

B-122    Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
         Deed No.  1198),  dated  as of  February  24,  1995 -  incorporated  by
         reference to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for
         the year 1995, File No. 30-126.

B-123    Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
         Deed No. 6455), dated as of October 4, 1995 - incorporated by reference
         to Exhibit B-161 to GPU,  Inc.'s Annual Report on Form U5S for the year
         1995, File No. 30-126.

B-124    Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
         Deed No. 2093),  dated as of April 6, 1995 - incorporated  by reference
         to Exhibit B-162 to GPU,  Inc.'s Annual Report on Form U5S for the year
         1995, File No. 30-126.

                                      124




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-125    Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
         Deed No.  5777),  dated  as of  September  5,  1995 -  incorporated  by
         reference to Exhibit B-163 to GPU, Inc.'s Annual Report on Form U5S for
         the year 1995, File No. 30-126.

B-126    Certificate of Amendment of Articles of Association of EI Cayman, dated
         as  of  July  10,  1995  to  change  the  name  of  the  company  to EI
         International  -  incorporated  by reference  to Exhibit  B-164 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.

B-127    Amendment to the  Certificate  of  Incorporation  of GPU  International
         Latin America  Ltda.,  dated as of March 6, 1997, to change the name of
         the company to GPUI  Colombia  Ltda.  -  incorporated  by  reference to
         Exhibit  B-191 to GPU,  Inc.'s  Annual  Report on Form U5S for the year
         1997, File No.30-126.

B-128    Certificate of Incorporation of GPU Australia  Holdings,  Inc. dated as
         of September 29, 1997 -  incorporated  by reference to Exhibit B-192 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1997,  File No.
         30-126.

B-129    By-Laws of GPU Australia Holdings, Inc., dated as of September 29, 1997
         -  incorporated  by reference to Exhibit  B-193 to GPU,  Inc.'s  Annual
         Report on Form U5S for the year 1997, File No. 30-126.

B-130    Certificate of  Incorporation  of Austran  Holdings,  Inc., dated as of
         September 29, 1997 - incorporated by reference to Exhibit B-194 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1997, File No. 30-126.

B-131    Amended and Restated  Certificate of Incorporation of Austran Holdings,
         Inc.,  dated as of  October  9, 1997 -  incorporated  by  reference  to
         Exhibit  B-195 to GPU,  Inc.'s  Annual  Report on Form U5S for the year
         1997, File No. 30-126.

B-132    By-Laws of Austran  Holdings,  Inc.  adopted as of September 29, 1997 -
         incorporated by reference to Exhibit B-196 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1997, File No. 30-126.

B-133    Certificate  of  Amendment to the  Certificate  of  Registration  of EI
         Australia  Services Pty Ltd. to GPU  International  Australia Pty. Ltd.
         dated as of October 14, 1996 -  incorporated  by  reference  to Exhibit
         B-205 to GPU,  Inc.'s Annual Report on Form U5S for the year 1997, File
         No. 30-126.

                                      125




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-134    Certificate of Incorporation of GPU Capital,Inc., dated October 8, 1998
         -  incorporated  by reference to Exhibit  B-198 to GPU,  Inc.'s  Annual
         Report on Form U5S for the year 1999, File No. 30-126.

B-135    By-Laws  of  GPU  Capital,  Inc.  adopted  as  of  October  8,  1998  -
         incorporated by reference to Exhibit B-199 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1999, File No. 30-126.

B-136    Certificate of  Incorporation  of GPU Argentina  Holdings,  Inc., dated
         December 18, 1998 - incorporated  by reference to Exhibit B-211 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.

B-137    By-Laws of GPU  Argentina  Holdings,  Inc.,  adopted as of December 18,
         1998 - incorporated by reference to Exhibit B-212 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

B-138    Certificate of Incorporation of GPU Solar, Inc., dated November 5, 1997
         -  incorporated  by reference to Exhibit  B-213 to GPU,  Inc.'s  Annual
         Report on Form U5S for the year 1999, File No. 30-126.

B-139    By-Laws  of  GPU  Solar,  Inc.,  adopted  as  of  November  5,  1997  -
         incorporated by reference to Exhibit B-214 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1999, File No. 30-126.

B-140    Certificate of Merger of GPU Solar,  L.L.C. and GPU Solar,  Inc., dated
         January 7, 1997 -  incorporated  by reference to Exhibit  B-215 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.

B-141    Association of Notaries of Empresa  Distribuidora  Electrica  Regional,
         S.A. - incorporated by reference to Exhibit B-204 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

B-142    Articles of  Association  of Avon Energy  Partners  plc,  adopted as of
         January 19, 2000 -  incorporated  by reference to Exhibit B-205 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.

B-143    Articles of Association of Avon Energy Partners Holdings, adopted as of
         January 19, 2000 -  incorporated  by reference to Exhibit B-206 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126

                                      126




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPU Electric & GPU Power
         ------------------------

B-144    Articles of Association of GPU Argentina Services S.R.L., dated January
         15, 1999 -  incorporated  by reference to Exhibit B-207 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 1999, File No. 30-126

B-145    Articles of  Association  of Midlands  Electricity  plc,  adopted as of
         January 19, 2000 -  incorporated  by reference to Exhibit B-210 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126


         MYR Group
         ---------

B-146    Restated  Certificate of  Incorporation of The L.E. Myers Company as of
         April 29, 1982 -  incorporated  by reference  to Exhibit  B-168 to GPU,
         Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.

B-147    By-Laws of the L.E.  Myers  Company as Amended and  Restated on May 15,
         1996 - incorporated by reference to Exhibit B-169 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-148    Certificate  of  Incorporation  of MYRcom,  Inc. dated April 20, 1999 -
         incorporated by reference to Exhibit B-170 to GPU, Inc.'s Annual Report
         on Form U5S for the year 2000, File No. 001-06047.

B-149    By-Laws of MYRcom,  Inc. dated as of April 20, 1999 -  incorporated  by
         reference to Exhibit B-173 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-150    Articles of  Incorporation  of Sturgeon  Electric  Company,  Inc. dated
         August 20, 1974-  incorporated  by  reference to Exhibit  B-174 to GPU,
         Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.

B-151    Certificate of Merger of Sturgeon  Electric  Company,  Inc., a Colorado
         Corporation into Sturgeon Electric Company, Inc. a Michigan Corporation
         dated August 30, 1974 -  incorporated  by reference to Exhibit B-175 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  2000,  File No.
         001-06047.

B-152    Agreement  and Plan of Merger -  Sturgeon  Electric  Company,  Inc.,  a
         Colorado  Corporation into Sturgeon Electric Company,  Inc., a Michigan
         Corporation  dated August 30, 1974 - incorporated by reference to
         Exhibit  B-176 to GPU,  Inc.'s  Annual  Report on Form U5S for the year
         2000, File No. 001-06047.

                                      127




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         MYR Group
         ---------

B-153    Certificate of Merger of Harsub,  Inc. into Sturgeon  Electric Company,
         Inc. dated  September 26, 1974 -  incorporated  by reference to Exhibit
         B-177 to GPU,  Inc.'s Annual Report on Form U5S for the year 2000, File
         No. 001-06047.

B-154    Plan of Merger of Sturgeon  Electric  Company,  Inc.  and Harsub,  Inc.
         dated September 4, 1974 - incorporated by reference to Exhibit B-178 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  2000,  File No.
         001-06047.

B-155    By-Laws of Sturgeon Electric  Company,  Inc. as Amended and Restated on
         May 15,  1996 -  incorporated  by  reference  to Exhibit  B-179 to GPU,
         Inc.'s Annual Report on Form U5S for the year 2000, File No. 001-06047.

B-156    Certificate of Incorporation  of MYRpower,  Inc. dated April 18, 2000 -
         incorporated by reference to Exhibit B-180 to GPU, Inc.'s Annual Report
         on Form U5S for the year 2000, File No. 001-06047.

B-157    By-Laws of  MYRpower,  Inc.  dated  April 19,  2000 -  incorporated  by
         reference to Exhibit B-183 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-158    Articles of Incorporation of Harlan Electric Company dated December 26,
         1940 - incorporated by reference to Exhibit B-184 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-159    By-Laws of Harlan  Electric  Company as Amended and Restated on May 15,
         1996 - incorporated by reference to Exhibit B-185 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-160    Articles of  Incorporation of ComTel  Technology,  Inc. dated March 23,
         1983 - incorporated by reference to Exhibit B-186 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-161    By-Laws of ComTel  Technology  dated March 23, 1983 -  incorporated  by
         reference to Exhibit B-187 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-162    Articles of  Incorporation  of Power Piping  Company  dated October 31,
         1963 - incorporated by reference to Exhibit B-188 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

                                      128




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         MYR Group
         ---------

B-163    By-Laws of Power Piping Company as Amended and Restated on May 15, 1996
         -  incorporated  by reference to Exhibit  B-189 to GPU,  Inc.'s  Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-164    Articles of Incorporation of D.W.Close Company, Inc. dated February 16,
         1979 - incorporated by reference to Exhibit B-190 to GPU, Inc.'s Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-165    By-Laws  of  D.W.  Close  Company,  Inc.  dated  February  16,  1979  -
         incorporated by reference to Exhibit B-191 to GPU, Inc.'s Annual Report
         on Form U5S for the year 2000, File No. 001-06047.

B-166    Restated  Certificate of Incorporation of MYR Group Inc. dated December
         14, 1995 -  incorporated  by reference to Exhibit B-192 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 2000, File No. 001-06047.

B-167    Certificate  of  Amendment  of  Amended  and  Restated  Certificate  of
         Incorporation  of MYR Group Inc. dated May 23, 1996 -  incorporated  by
         reference to Exhibit B-193 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-168    Certificate  of  Amendment  of  Amended  and  Restated  Certificate  of
         Incorporation  of MYR Group Inc. dated May 10, 1999 -  incorporated  by
         reference to Exhibit B-194 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-169    Certificate of Ownership and Merger Merging GPX Acquisition Corporation
         With and Into MYR Group Inc.  dated  April 26, 2000 -  incorporated  by
         reference to Exhibit B-195 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

B-170    Amended and Restated  Certificate of  Incorporation of MYR Group Inc. -
         incorporated by reference to Exhibit B-196 to GPU, Inc.'s Annual Report
         on Form U5S for the year 2000, File No. 001-06047.

B-171    By-Laws of MYR Group Inc. - incorporated  by reference to Exhibit B-197
         to GPU,  Inc.'s Annual  Report on Form U5S for the year 2000,  File No.
         001-06047.

B-172    Articles   of   Amendment   to  the   Articles  of   Incorporation   of
         Alvarado-Martinez    Construction    Management    Corporation   (Great
         Southwestern Construction,  Inc.) dated June 28, 1977 - incorporated by
         reference to Exhibit B-198 to GPU, Inc.'s Annual Report on Form U5S for
         the year 2000, File No. 001-06047.

                                      129




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         MYR Group
         ---------

B-173    Articles of Incorporation of Alvarado-Martinez  Construction Management
         Corporation (Great Southwestern Construction,  Inc) dated June 15, 1977
         -  incorporated  by reference to Exhibit  B-199 to GPU,  Inc.'s  Annual
         Report on Form U5S for the year 2000, File No. 001-06047.

B-174    Articles   of   Amendment   to  the   Articles  of   Incorporation   of
         Alvarado-Martinez    Construction    Management    Corporation   (Great
         Southwestern Construction, Inc.) dated November 13, 1980 - incorporated
         by reference to Exhibit B-200 to GPU,  Inc.'s Annual Report on Form U5S
         for the year 2000, File No. 001-06047.

B-175    By-Laws of the Alvarado-Martinez  Construction  Management  Corporation
         (Great Southwestern Construction,  Inc.) - incorporated by reference to
         Exhibit  B-201 to GPU,  Inc.'s  Annual  Report on Form U5S for the year
         2000, File No. 001-06047.

B-176    Articles of Incorporation of Hawkeye Construction, Inc. dated September
         5, 1984 -  incorporated  by reference to Exhibit  B-202 to GPU,  Inc.'s
         Annual Report on Form U5S for the year 2000, File No. 001-06047.

B-177    By-Laws  of  Hawkeye  Construction,  Inc.  dated  September  5,  1984 -
         incorporated by reference to Exhibit B-203 to GPU, Inc.'s Annual Report
         on Form U5S for the year 2000, File No. 001-06047.


C.       Instruments Defining the Rights of Security Holders, including
         --------------------------------------------------------------
         Identures, Outstanding and Uncompleted Contracts or Agreements
         --------------------------------------------------------------


         FirstEnergy
         -----------

C-1      Rights Agreement, dated December 1, 1997 - incorporated by reference to
         Exhibit 4.1, Form 8-K.

C-2      FirstEnergy  Corp.  to The Bank of New  York,  Supplemental  Indenture,
         dated  November 7, 2001 -  incorporated  by reference to Exhibit 4-2 to
         FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.

C-3      FirstEnergy Corp.  Executive and Director Incentive  Compensation Plan,
         revised  November 15, 1999 - incorporated  by reference to Exhibit 10-1
         to  FirstEnergy's  Annual  Report  on Form  10-K  for  1999,  File  No.
         333-21011.

C-4      Amended  FirstEnergy  Corp.  Deferred  Compensation Plan for Directors,
         revised  November 15, 1999 - incorporated  by reference to Exhibit 10-2
         to  FirstEnergy's  Annual  Report  on Form  10-K  for  1999,  File  No.
         333-21011.

                                      130




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         FirstEnergy
         -----------

C-5      Employment,   severance  and  change  of  control   agreement   between
         FirstEnergy Corp. and executive officers - incorporated by reference to
         Exhibit 10-3 to FirstEnergy's Annual Report on Form 10-K for 1999, File
         No. 333-21011.

C-6      FirstEnergy  Corp.  Supplemental  Executive  Retirement  Plan,  amended
         January  1,  1999 -  incorporated  by  reference  to  Exhibit  10-4  to
         FirstEnergy's Annual Report on Form 10-K for 1999, File No. 333-21011.

C-7      FirstEnergy Corp.  Executive Incentive  Compensation Plan -incorporated
         by  reference to Exhibit 10-5 to  FirstEnergy's  Annual  Report on Form
         10-K for 1999, File No. 333-21011.

C-8      Restricted  stock  agreement  between   FirstEnergy  Corp.  and  A.  J.
         Alexander - incorporated by reference to Exhibit 10-6 to  FirstEnergy's
         Annual Report on Form 10-K for 1999, File No. 333-21011.

C-9      FirstEnergy Corp. Executive and Director Incentive  Compensation Plan -
         incorporated  by  reference  to Exhibit  10-1 to  FirstEnergy's  Annual
         Report on Form 10-K for 1998, File No. 333-21011.

C-10     Amended  FirstEnergy  Corp.  Deferred  Compensation Plan for Directors,
         amended  February 15, 1999 - incorporated  by reference to Exhibit 10-2
         to  FirstEnergy's  Annual  Report  on Form  10-K  for  1998,  File  No.
         333-21011.

C-11     Restricted  stock  agreement  between   FirstEnergy  Corp.  and  A.  J.
         Alexander - incorporated by reference to Exhibit 10-9 to  FirstEnergy's
         Annual Report on Form 10-K for 2000, File No. 333-21011.

C-12     Restricted stock agreement  between  FirstEnergy Corp. and H. P. Burg -
         incorporated  by reference  to Exhibit  10-10 to  FirstEnergy's  Annual
         Report on Form 10-K for 2000, File No. 333-21011.

C-13     Stock option  agreement  between  FirstEnergy  Corp. and officers dated
         November  22, 2000 -  incorporated  by  reference  to Exhibit  10-11 to
         FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.

C-14     Stock option  agreement  between  FirstEnergy  Corp. and officers dated
         March  1,  2000  -  incorporated  by  reference  to  Exhibit  10-12  to
         FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.

                                      131



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         FirstEnergy
         -----------

C-15     Stock option  agreement  between  FirstEnergy  Corp. and director dated
         January  1,  2000 -  incorporated  by  reference  to  Exhibit  10-13 to
         FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.

C-16     Stock option  agreement  between  FirstEnergy  Corp.  and two directors
         dated January 1, 2001 -  incorporated  by reference to Exhibit 10-14 to
         FirstEnergy's Annual Report on Form 10-K for 2000, File No. 333-21011.

C-17     Executive and Director Incentive Compensation Plan dated May 15, 2001 -
         incorporated  by reference  to Exhibit  10-15 to  FirstEnergy's  Annual
         Report on Form 10-K for 2001, File No. 333-21011.

C-18     Amended  FirstEnergy  Corp.  Deferred  Compensation Plan for Directors,
         revised September 18, 2000 - incorporated by reference to Exhibit 10-16
         to  FirstEnergy's  Annual  Report  on Form  10-K  for  2001,  File  No.
         333-21011.

C-19     Stock Option  Agreements  between  FirstEnergy Corp. and Officers dated
         May  16,  2001  -  incorporated   by  reference  to  Exhibit  10-17  to
         FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.

C-20     Restricted  Stock  Agreements  between  FirstEnergy  Corp. and Officers
         dated February 20, 2002 - incorporated by reference to Exhibit 10-18 to
         FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.

C-21     Stock Option  Agreements  between  FirstEnergy  Corp.  and One Director
         dated January 1, 2002 -  incorporated  by reference to Exhibit 10-19 to
         FirstEnergy's Annual Report on Form 10-K for 2001, File No. 333-21011.

C-22     FirstEnergy Corp.  Executive Deferred  Compensation Plan - incorporated
         by reference to Exhibit  10-20 to  FirstEnergy's  Annual Report on Form
         10-K for 2001, File No. 333-21011.

C-23     Executive  Incentive   Compensation   Plan-Tier  2  -  incorporated  by
         reference to Exhibit 10-21 to FirstEnergy's  Annual Report on Form 10-K
         for 2001, File No. 333-21011.

C-24     Executive  Incentive   Compensation   Plan-Tier  3  -  incorporated  by
         reference to Exhibit 10-22 to FirstEnergy's  Annual Report on Form 10-K
         for 2001, File No. 333-21011.

C-25     Executive  Incentive   Compensation   Plan-Tier  4  -  incorporated  by
         reference to Exhibit 10-23 to FirstEnergy's  Annual Report on Form 10-K
         for 2001, File No. 333-21011.

                                      132




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         FirstEnergy
         -----------

C-26     Executive  Incentive   Compensation   Plan-Tier  5  -  incorporated  by
         reference to Exhibit 10-24 to FirstEnergy's  Annual Report on Form 10-K
         for 2001, File No. 333-21011.

C-27     Executive  and Director  Stock Option  Agreement  dated June 11, 2002 -
         incorporated  by reference  to Exhibit  10-28 to  FirstEnergy's  Annual
         Report on Form 10-K for 2002, File No. 333-21011.

C-28     Director Stock Option  Agreement - incorporated by reference to Exhibit
         10-29 to  FirstEnergy's  Annual Report on Form 10-K for 2002,  File No.
         333-21011.

C-29     Executive and Director Incentive Compensation Plan, Amendment dated May
         21, 2002 - incorporated by reference to Exhibit 10-30 to  FirstEnergy's
         Annual Report on Form 10-K for 2002, File No. 333-21011.

C-30     Directors  Deferred  Compensation  Plan,  Revised  November  19, 2002 -
         incorporated  by reference  to Exhibit  10-31 to  FirstEnergy's  Annual
         Report on Form 10-K for 2002, File No. 333-21011.

C-31     Executive Incentive  Compensation Plan 2002 - incorporated by reference
         to Exhibit 10-32 to FirstEnergy's  Annual Report on Form 10-K for 2002,
         File No. 333-21011.


         GPUS & GPUN
         -----------

C-32     Credit Agreement between GPUS and First National Bank of Chicago, dated
         as of March 27,  1996 -  incorporated  by  reference  to  Exhibit  B-2,
         Certificate Pursuant to Rule 24, File No. 70-8793.

C-33     Performance  Units Agreement Under the 1990 Stock Plan for Employees of
         GPU and  Subsidiaries - 1998  Agreement - incorporated  by reference to
         Exhibit  10-CC to GPU,  Inc.'s  Annual  Report on Form 10K for the year
         1998, File No. 1-6047.

C-34     Incentive  Compensation Plan for Elected Officers of GPU Service, Inc.,
         as amended and  restated  June 4, 1998 -  incorporated  by reference to
         Exhibit C-5 to GPU, Inc.'s Annual Report on Form U5S for the year 1999,
         File No. 30-126.

C-35     Incentive  Compensation Plan for Elected Officers of GPU Nuclear, Inc.,
         dated as of February 6, 1997 - incorporated by reference to Exhibit C-6
         to GPU,  Inc.'s Annual  Report on Form U5S for the year 1996,  File No.
         30-126.

C-36     Employee Incentive  Compensation Plan of GPU Service, Inc., dated as of
         December 1, 1998 -  incorporated  by  reference  to Exhibit C-8 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1999, File No. 30-126.

                                      133




ITEM 10.   FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPUS & GPUN
         -----------

C-37     Employee  Incentive  Compensation Plan of GPU Nuclear Inc., dated as of
         April 1, 1995 - incorporated  by reference to Exhibit C-8 to GPU Inc.'s
         Annual Report on Form U5S for the year 1995, File No. 30-126.

C-38     GPU Service,  Inc.  Supplemental  and Excess  Benefits Plan, as amended
         July 1, 1999 -  incorporated  by reference to Exhibit C-8 to GPU Inc.'s
         Annual Report on Form U5S for the year 1999, File No. 30-126.

C-39     GPU Service,  Inc.  Supplemental  and excess  Benefits Plan, as amended
         August 8, 2000 - incorporated by reference to Exhibit C-8 to GPU Inc.'s
         Annual Report on Form U5S for the year 2000, File No. 1-6047.

C-40     GPU Nuclear,  Inc.  Supplemental  and Excess  Benefits Plan, as amended
         June 5, 1997 - incorporated by reference to Exhibit C-11 to GPU, Inc.'s
         Annual Report on Form U5S for the year 1997, File No. 30-126.

C-41     Deferred  Remuneration  Plan for Outside Directors of GPU Nuclear Inc.,
         as amended June 5, 1997 - incorporated  by reference to Exhibit C-14 to
         GPU,  Inc.'s  Annual  Report  on Form U5S for the year  1997,  File No.
         30-126.

C-42     Form of 1998  Stock  Option  Agreement  under the 1990  Stock  Plan for
         Employees of GPU, Inc. and  Subsidiaries - incorporated by reference to
         Exhibit  10-BB to GPU,  Inc.'s  Annual Report on Form 10-K for the year
         1998, File No. 1-6047.

C-43     Severance  Protection  Agreement for Fred D. Hafer,  dated  November 5,
         1998 - incorporated  by reference to Exhibit C-24 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

C-44     Severance Protection Agreement for Carole B. Snyder, dated November 30,
         1998 - incorporated  by reference to Exhibit C-27 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

C-45     Amended and Restated GPU System  Companies Master  Directors'  Benefits
         Protection  Trust effective June 1, 1999 - incorporated by reference to
         Exhibit  10-T of GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         1999, File No. 1-6047.

C-46     GPU, Inc.  1990 Stock Plan for Employees of GPU, Inc. and  Subsidiaries
         as amended and  restated to reflect  amendments  through June 3, 1999 -
         incorporated  by reference to Exhibit 10-V of GPU, Inc.'s Annual Report
         on Form 10-K for the year 1999, File No. 1-6047.

                                      134




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPUS & GPUN
         -----------

C-47     Form of 1999  Stock  Option  Agreement  under the 1990  Stock  Plan for
         Employees of GPU, Inc. and  Subsidiaries - incorporated by reference to
         Exhibit  10-W of GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         1999, File No. 1-6047.

C-48     Form of 1999 Performance  Units Agreement under the 1990 Stock Plan for
         Employees of GPU, Inc. and  Subsidiaries - incorporated by reference to
         Exhibit  10-X of GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         1999, File No. 1-6047.

C-49     Forms of  Estate  Enhancement  Program  Agreements  -  incorporated  by
         reference to Exhibit  10-JJ of GPU,  Inc.'s  Annual Report on Form 10-K
         for the year 1999, File No. 1-6047.

C-50     Amended GPU System Companies  Deferred  Compensation  Plan, dated as of
         August 8, 2000 -  incorporated  by  reference  to  Exhibit  10-A on GPU
         Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047.

C-51     Amended and  restated  Restricted  Stock Plan for GPU,  Inc.'s  Outside
         Directors  dated as of August 8, 2000 -  incorporated  by  reference to
         Exhibit  10-M on GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         2000, File No. 1-6047.

C-52     Amended and restated Retirement Plan for Outside Directors of GPU, Inc.
         dated as of August 8, 2000 - incorporated  by reference to Exhibit 10-N
         on GPU,  Inc.'s Annual Report on Form 10-K for the year 2000,  File No.
         1-6047.

C-53     Amended and restated Deferred Remuneration Plan for GPU, Inc.'s Outside
         Directors  dated as of August 8, 2000 -  incorporated  by  reference to
         Exhibit  10-O on GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         2000, File No. 1-6047.

C-54     Form of 2000  Stock  Option  Agreement  under the 1990  Stock  Plan for
         Employees of GPU, Inc. and  Subsidiaries - incorporated by reference to
         Exhibit  10-W on GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         2000, File No. 1-6047.

C-55     Form of 2000 Performance  Units Agreement under the 1990 Stock Plan for
         Employees of GPU, Inc. and  Subsidiaries - incorporated by reference to
         Exhibit  10-X on GPU,  Inc.'s  Annual  Report on Form 10-K for the year
         2000, File No. 1-6047.

                                      135




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPUS & GPUN
         -----------

C-56     Amended Deferred Stock Unit Plan for GPU, Inc. Outside  Directors dated
         as of August 8, 2000 -  incorporated  by  reference  to Exhibit 10-Y on
         GPU,  Inc.'s  Annual  Report on Form 10-K for the year  2000,  File No.
         1-6047.

C-57     Amendment to Deferred Stock Unit Plan for GPU, Inc.  Outside  Directors
         dated as of April 5, 2001 -  incorporated  by reference to Exhibit C-40
         to GPU Inc.'s  Annual  Report on Form U5S for the year  2000,  File No.
         1-6047.

C-58     Amendment  to GPU,  Inc.  1990  Stock  Plan dated as of April 5, 2001 -
         incorporated  by reference to Exhibit C-41 to GPU Inc.'s  Annual Report
         on Form U5S for the year 2000, File No. 1-6047.

C-59     Form of 2000 MYR Group Inc.  Performance Units Agreement under the 1990
         Stock Plan for Employees of GPU, Inc. and  Subsidiaries  - incorporated
         by reference to Exhibit 10-Z on GPU,  Inc.'s Annual Report on Form 10-K
         for the year 2000, File No. 1-6047.

C-60     GPU,  Inc.  Stock Option and  Restricted  Stock Plan for MYR Group Inc.
         Employees  amended as of April 5, 2001 -  incorporated  by reference to
         Exhibit C-43 to GPU Inc.'s Annual Report on Form U5S for the year 2000,
         File No. 1-6047.

C-61     Amended GPU Companies  Supplemental Executive Retirement Plan, dated as
         of August 9, 2000 - incorporated  by reference to Exhibit 10-EE on GPU,
         Inc.'s Annual Report on Form 10-K for the year 2000, File No. 1-6047.


         OE
         --

C-62     Indenture  dated as of August  1, 1930  between  OE and  Bankers  Trust
         Company,  (now  the Bank of New  York),  as  Trustee,  as  amended  and
         supplemented by Supplemental Indentures:

         Dated as of             File Reference                 Exhibit No.
         -----------             --------------                 -----------
         March 3, 1931           Form 10-K, 2-1725              B1,B-1(a),B-1(b)
         November 1, 1935        Form 10-K, 2-2721              B-4
         January 1, 1937         Form 10-K, 2-3402              B-5
         September 1, 1937       Form 8-A                       B-6
         June 13, 1939           Form 10-K, 2-5462              7(a)-7
         August 1, 1974          Form 8-A, August 28, 1974      2(b)
         July 1, 1976            Form 8-A, July 28, 1976        2(b)
         December 1, 1976        Form 8-A, December 15, 1976    2(b)
         June 15, 1977           Form 8-A, June 27, 1977        2(b)

                                      136




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

         Dated as of             File Reference                 Exhibit No.
         -----------             --------------                 -----------
         Supplemental Indentures:
         September 1, 1944       Form 10-K, 2-61146             2(b)(2)
         April 1, 1945           Form 10-K, 2-61146             2(b)(2)
         September 1, 1948       Form 10-K, 2-61146             2(b)(2)
         May 1, 1950             Form 10-K, 2-61146             2(b)(2)
         January 1, 1954         Form 10-K, 2-61146             2(b)(2)
         May 1, 1955             Form 10-K, 2-61146             2(b)(2)
         August 1, 1956          Form 10-K, 2-61146             2(b)(2)
         March 1, 1958           Form 10-K, 2-61146             2(b)(2)
         April 1, 1959           Form 10-K, 2-61146             2(b)(2)
         June 1, 1961            Form 10-K, 2-61146             2(b)(2)
         September 1, 1969       Form 10-K, 2-34351             2(b)(2)
         May 1, 1970             Form 10-K, 2-37146             2(b)(2)
         September 1, 1970       Form 10-K, 2-38172             2(b)(2)
         June 1, 1971            Form 10-K, 2-40379             2(b)(2)
         August 1, 1972          Form 10-K, 2-44803             2(b)(2)
         September 1, 1973       Form 10-K, 2-48867             2(b)(2)
         May 15, 1978            Form 10-K, 2-66957             2(b)(4)
         February 1, 1980        Form 10-K, 2-66957             2(b)(5)
         April 15, 1980          Form 10-K, 2-66957             2(b)(6)
         June 15, 1980           Form 10-K, 2-68023             (b)(4)(b)(5)
         October 1, 1981         Form 10-K, 2-74059             (4)(d)
         October 15, 1981        Form 10-K, 2-75917             (4)(e)
         February 15, 1982       Form 10-K, 2-75917             (4)(e)
         July 1, 1982            Form 10-K, 2-89360             (4)(d)
         March 1, 1983           Form 10-K, 2-89360             (4)(e)
         March 1, 1984           Form 10-K, 2-89360             (4)(f)
         September 15, 1984      Form 10-K, 2-92918             (4)(d)
         September 27, 1984      Form 10-K, 33-2576             (4)(d)
         November 8, 1984        Form 10-K, 33-2576             (4)(d)
         December 1, 1984        Form 10-K, 33-2576             (4)(d)
         December 5, 1984        Form 10-K, 33-2576             (4)(e)
         January 30, 1985        Form 10-K, 33-2576             (4)(e)
         February 25, 1985       Form 10-K, 33-2576             (4)(e)
         July 1, 1985            Form 10-K, 33-2576             (4)(e)
         October 1, 1985         Form 10-K, 33-2576             (4)(e)
         January 15, 1986        Form 10-K, 33-8791             (4)(d)
         May 20, 1986            Form 10-K, 33-8791             (4)(d)
         June 3, 1986            Form 10-K, 33-8791             (4)(e)
         October 1, 1986         Form 10-K, 33-29827            (4)(d)
         August 25, 1989         Form 10-K, 33-34663            (4)(d)
         February 15, 1991       Form 10-K, 33-39713            (4)(d)
         May 1, 1991             Form 10-K, 33-45751            (4)(d)
         May 15, 1991            Form 10-K, 33-45751            (4)(d)
         September 15, 1991      Form 10-K, 33-45751            (4)(d)
         April 1, 1992           Form 10-K, 33-48931            (4)(d)

                                      137




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

         Dated as of             File Reference                 Exhibit No.
         -----------             --------------                 -----------
         Supplemental Indentures:
         June 15, 1992           Form 10-K, 33-48931            (4)(d)
         September 15, 1992      Form 10-K, 33-48931            (4)(e)
         April 1, 1993           Form 10-K, 33-51139            (4)(d)
         June 15, 1993           Form 10-K, 33-51139            (4)(d)
         September 15, 1993      Form 10-K, 33-51139            (4)(d)
         November 15, 1993       Form 10-K, 1-2578              (4)(2)
         April 1, 1995           Form 10-K, 1-2578              (4)(2)
         May 1, 1995             Form 10-K, 1-2578              (4)(2)
         July 1, 1995            Form 10-K, 1-2578              (4)(2)
         June 1, 1997            Form 10-K, 1-2578              (4)(2)
         April 1, 1998           Form 10-K, 1-2578              (4)(2)
         June 1, 1998            Form 10-K, 1-2578              (4)(2)
         September 29, 1999      Form 10-K, 1-2578              (4)(2)
         April 1, 2000           Form 10-K, 1-2578              (4)(2)(a)
         April 1, 2000           Form 10-K, 1-2578              (4)(2)(b)
         June 1, 2001            (A)

C-63     General  Mortgage  Indenture  and Deed of Trust  dated as of January 1,
         1998 between OE and the Bank of New York, as Trustee. (Registration No.
         333-05277, Exhibit 4(g).)

C-64     Administration  Agreement between the CAPCO Group dated as of September
         14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2)

C-65     Amendment  No. 1 dated  January  4,  1974 to  Administration  Agreement
         between the CAPCO Group dated as of September  14, 1967.  (Registration
         No. 2-68906, Exhibit 5(c)(3).)

C-66     Transmission  Facilities  Agreement between the CAPCO Group dated as of
         September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)

C-67     Amendment No. 1 dated as of January 1, 1993 to Transmission  Facilities
         Agreement between the CAPCO Group dated as of September 14, 1967. (1993
         Form 10-K, Exhibit 10-4.)

C-68     Agreement for the  Termination or  Construction  of Certain  Agreements
         effective  September 1, 1980 among the CAPCO Group.  (Registration  No.
         2-68906, Exhibit 10-4.)

C-69     Amendment   dated  as  of  December  23,  1993  to  Agreement  for  the
         Termination or Construction of Certain Agreements  effective  September
         1, 1980 among the CAPCO Group. (1993 Form 10-K, Exhibit 10-6).

C-70     CAPCO  Basic  Operating  Agreement,   as  amended  September  1,  1980.
         (Registration No. 2-68906, Exhibit 10-5.)

                                      138




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-71     Amendment  No.  1 dated  August  1,  1981,  and  Amendment  No. 2 dated
         September  1,  1982 to CAPCO  Basic  Operating  Agreement,  as  amended
         September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982
         Form 10-K, Exhibit 19-3, respectively.)

C-72     Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating  Agreement,
         as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7.)

C-73     Basic  Operating  Agreement  between  the CAPCO  Companies  as  amended
         October 1, 1991. (1991 Form 10-K, Exhibit 10-8.)

C-74     Basic  Operating  Agreement  between  the CAPCO  Companies  as  amended
         January 1, 1993. (1993 Form 10-K, Exhibit 10-11.)

C-75     Memorandum  of  Agreement  effective  as of September 1, 1980 among the
         CAPCO Group. (1982 Form 10-K, Exhibit 19-2.)

C-76     Operating  Agreement for Beaver Valley Power Station Units Nos. 1 and 2
         as Amended and Restated  September  15, 1987,  by and between the CAPCO
         Companies. (1987 Form 10-K, Exhibit 10-15.)

C-77     Construction  Agreement  with respect to Perry Plant  between the CAPCO
         Group dated as of July 22, 1974.  (Registration  No.  2-52251 of Toledo
         Edison Company, Exhibit 5(yy).)

C-78     Amendment No. 3 dated as of October 31, 1980 to the Bond Guaranty dated
         as of October 1, 1973,  as amended,  with  respect to the CAPCO  Group.
         (Registration  No.  2-68906  of  Pennsylvania  Power  Company,  Exhibit
         10-16.)

C-79     Amendment No. 4 dated as of July 1, 1985 to the Bond Guaranty  dated as
         October 1, 1973,  as amended,  by the CAPCO  Companies to National City
         Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-30.)

C-80     Amendment  No. 5 dated as of May 1, 1986,  to the Bond  Guaranty by the
         CAPCO Companies to National City Bank as Bond Trustee. (1986 Form 10-K,
         Exhibit 10-33.)

C-81     Amendment  No. 6A dated as of  December 1, 1991,  to the Bond  Guaranty
         dated as of October 1, 1973,  by The  Cleveland  Electric  Illuminating
         Company,  Duquesne Light  Company,  Ohio Edison  Company,  Pennsylvania
         Power Company, The Toledo Edison Company to National City Bank, as Bond
         Trustee. (1991 Form 10-K, Exhibit 10-33.)

C-82     Amendment  No. 6B dated as of December 30, 1991,  to the Bond  Guaranty
         dated as of  October  1, 1973 by The  Cleveland  Electric  Illuminating
         Company,  Duquesne Light  Company,  Ohio Edison  Company,  Pennsylvania
         Power Company, The Toledo Edison Company to National City Bank, as Bond
         Trustee. (1991 Form 10-K, Exhibit 10-34.)

                                      139




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-83     Bond Guaranty  dated as of December 1, 1991, by The Cleveland  Electric
         Illuminating  Company,  Duquesne  Light Company,  Ohio Edison  Company,
         Pennsylvania Power Company,  The Toledo Edison Company to National City
         Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.)

C-84     Memorandum  of  Understanding  dated  March  31,  1985  among the CAPCO
         Companies. (1985 Form 10-K, Exhibit 10-35.)

C-85     Ohio Edison System  Executive  Supplemental  Life Insurance Plan. (1995
         Form 10-K, Exhibit 10-44.)

C-86     Ohio Edison System Executive  Incentive  Compensation  Plan. (1995 Form
         10-K, Exhibit 10-45.)

C-87     Ohio Edison System Restated and Amended Executive Deferred Compensation
         Plan. (1995 Form 10-K, Exhibit 10-46.)

C-88     Ohio  Edison  System  Restated  and  Amended   Supplemental   Executive
         Retirement Plan. (1995 Form 10-K, Exhibit 10-47.)

C-89     Severance pay agreement  between Ohio Edison Company and W. R. Holland.
         (1995 Form 10-K, Exhibit 10-48.)

C-90     Severance  pay  agreement  between Ohio Edison  Company and H. P. Burg.
         (1995 Form 10-K, Exhibit 10-49.)

C-91     Severance  pay  agreement   between  Ohio  Edison  Company  and  A.  J.
         Alexander. (1995 Form 10-K, Exhibit 10-50.)

C-92     Severance  pay  agreement  between Ohio Edison  Company and J. A. Gill.
         (1995 Form 10K, Exhibit 10-51.)

C-93     Participation  Agreement  dated as of March 16,  1987  among  Perry One
         Alpha  Limited  Partnership,  as Owner  Participant,  the Original Loan
         Participants   listed  in   Schedule  1  Hereto,   as   Original   Loan
         Participants,  PNPP Funding Corporation,  as Funding  Corporation,  The
         First National Bank of Boston, as Owner Trustee,  Irving Trust Company,
         as Indenture  Trustee and Ohio Edison  Company,  as Lessee.  (1986 Form
         10-K, Exhibit 28-1.)

C-94     Amendment  No.  1  dated  as of  September  1,  1987  to  Participation
         Agreement  dated as of March 16,  1987  among  Perry One Alpha  Limited
         Partnership,  as Owner  Participant,  the  Original  Loan  Participants
         listed in  Schedule 1 thereto,  as  Original  Loan  Participants,  PNPP
         Funding Corporation, as Funding Corporation, The First National Bank of
         Boston,  as Owner  Trustee,  Irving Trust  Company (now The Bank of New
         York), as Indenture Trustee,  and Ohio Edison Company, as Lessee. (1991
         Form 10-K, Exhibit 10-46.)

                                      140




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-95     Amendment  No. 3 dated as of May 16,  1988 to  Participation  Agreement
         dated as of March 16, 1987,  as amended  among Perry One Alpha  Limited
         Partnership, as Owner Participant,  PNPP Funding Corporation, The First
         National Bank of Boston,  as Owner Trustee,  Irving Trust  Company,  as
         Indenture Trustee, and Ohio Edison Company, as Lessee. (1992 Form 10-K,
         Exhibit 10-47.)

C-96     Amendment No. 4 dated as of November 1, 1991 to Participation Agreement
         dated as of March 16, 1987 among Perry One Alpha  Limited  Partnership,
         as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
         PNPP II Funding  Corporation,  as New  Funding  Corporation,  The First
         National  Bank of Boston,  as Owner  Trustee,  The Bank of New York, as
         Indenture Trustee and Ohio Edison Company, as Lessee.  (1991 Form 10-K,
         Exhibit 10-47.)

C-97     Amendment  No.  5  dated  as of  November  24,  1992  to  Participation
         Agreement dated as of March 16, 1987, as amended, among Perry One Alpha
         Limited Partnership, as Owner Participant, PNPP Funding Corporation, as
         Funding  Corporation,  PNPP  II  Funding  Corporation,  as New  Funding
         Corporation,  The First National Bank of Boston, as Owner Trustee,  The
         Bank of New York,  as  Indenture  Trustee  and Ohio  Edison  Company as
         Lessee. (1992 Form 10-K, Exhibit 10-49.)

C-98     Amendment No. 6 dated as of January 12, 1993 to Participation Agreement
         dated as of March 16, 1987 among Perry One Alpha  Limited  Partnership,
         as Owner Participant, PNPP Funding Corporation, as Funding Corporation,
         PNPP II Funding  Corporation,  as New  Funding  Corporation,  The First
         National  Bank of Boston,  as Owner  Trustee,  The Bank of New York, as
         Indenture Trustee and Ohio Edison Company, as Lessee.  (1992 Form 10-K,
         Exhibit 10-50.)

C-99     Amendment No. 7 dated as of October 12, 1994 to Participation Agreement
         dated as of March 16,  1987 as amended,  among Perry One Alpha  Limited
         Partnership, as Owner Participant, PNPP Funding Corporation, as Funding
         Corporation,  PNPP II Funding Corporation,  as New Funding Corporation,
         The First National Bank of Boston,  as Owner  Trustee,  The Bank of New
         York, as Indenture  Trustee and Ohio Edison Company,  as Lessee.  (1994
         Form 10-K, Exhibit 10-54.)

C-100    Facility  Lease dated as of March 16, 1987  between The First  National
         Bank of  Boston,  as  Owner  Trustee,  with  Perry  One  Alpha  Limited
         Partnership,  Lessor, and Ohio Edison Company, Lessee. (1986 Form 10-K,
         Exhibit 28-2.)

C-101    Amendment  No. 1 dated as of September 1, 1987 to Facility  Lease dated
         as of March 16, 1997  between  The First  National  Bank of Boston,  as
         Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
         Exhibit 10-49.)

                                      141




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-102    Amendment No. 2 dated as of November 1, 1991,  to Facility  Lease dated
         as of March 16, 1987,  between The First  National  Bank of Boston,  as
         Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K,
         Exhibit 10-50.)

C-103    Amendment  No. 3 dated as of November 24, 1992 to Facility  Lease dated
         as March  16,  1987 as  amended,  between  The First  National  Bank of
         Boston, as Owner Trustee, with Perry One Alpha Limited partnership,  as
         Owner Participant and Ohio Edison Company, as Lessee.  (1992 Form 10-K,
         Exhibit 10-54.)

C-104    Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as
         of March 16,  1987 as  amended,  between,  The First  National  Bank of
         Boston, as Owner Trustee, with Perry One Alpha Limited Partnership,  as
         Owner Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
         Exhibit 10-59.)

C-105    (Amendment  No. 5 dated as of October 12, 1994 to Facility  Lease dated
         as of March 16, 1987 as amended,  between,  The First  National Bank of
         Boston, as Owner Trustee, with Perry One Alpha Limited Partnership,  as
         Owner Participant, and Ohio Edison Company, as Lessee. (1994 Form 10-K,
         Exhibit 10-60.)

C-106    Letter  Agreement  dated as of  March  19,  1987  between  Ohio  Edison
         Company,  Lessee, and The First National Bank of Boston,  Owner Trustee
         under a Trust dated March 16, 1987 with Chase Manhattan  Realty Leasing
         Corporation, required by Section 3(d) of the Facility Lease. (1986 Form
         10-K, Exhibit 28-3.)

C-107    Ground Lease dated as of March 16, 1987  between  Ohio Edison  Company,
         Ground Lessor,  and The First National Bank of Boston, as Owner Trustee
         under a Trust  Agreement,  dated as of March 16,  1987,  with the Owner
         Participant, Tenant. (1986 Form 10-K, Exhibit 28-4.)

C-108    Trust  Agreement  dated as of March 16,  1987  between  Perry One Alpha
         Limited Partnership, as Owner Participant,  and The First National Bank
         of Boston. (1986 Form 10-K, Exhibit 28-5.)

C-109    Trust  Indenture,   Mortgage,  Security  Agreement  and  Assignment  of
         Facility  Lease dated as of March 16, 1987  between The First  National
         Bank of Boston,  as Owner Trustee under a Trust  Agreement  dated as of
         March 16,  1987 with Perry One Alpha  Limited  Partnership,  and Irving
         Trust Company, as Indenture Trustee. (1986 Form 10-K, Exhibit 28-6.)

C-110    Supplemental  Indenture  No. 1 dated as of  September  1, 1987 to Trust
         Indenture,  Mortgage,  Security  Agreement  and  Assignment of Facility
         Lease dated as of March 16, 1987  between  The First  National  Bank of
         Boston as Owner  Trustee and Irving Trust  Company (now The Bank of New
         York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10-55.)

                                      142




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-111    Supplemental  Indenture  No. 2 dated as of  November  1,  1991 to Trust
         Indenture,  Mortgage,  Security  Agreement  and  Assignment of Facility
         Lease dated as of March 16, 1987  between  The First  National  Bank of
         Boston,  as  Owner  Trustee  and The  Bank of New  York,  as  Indenture
         Trustee. (1991 Form 10-K, Exhibit 10-56.)

C-112    Tax Indemnification  Agreement dated as of March 16, 1987 between Perry
         One, Inc. and PARock Limited  Partnership as General  Partners and Ohio
         Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.)

C-113    Amendment  No. 1 dated as of  November  1, 1991 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
         Limited  Partnership and Ohio Edison Company.  (1991 Form 10-K, Exhibit
         10-58.)

C-114    Amendment  No. 2 dated as of January  12,  1993 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
         Limited  Partnership and Ohio Edison Company.  (1994 Form 10-K, Exhibit
         10-69.)

C-115    Amendment  No. 3 dated as of October  12,  1994 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock
         Limited  Partnership and Ohio Edison Company.  (1994 Form 10-K, Exhibit
         10-70.)

C-116    Partial Mortgage Release dated as of March 19, 1987 under the Indenture
         between  Ohio Edison  Company and Bankers  Trust  Company,  as Trustee,
         dated as of the 1st day of August 1930. (1986 Form 10-K, Exhibit 28-8.)

C-117    Assignment, Assumption and Further Agreement dated as of March 16, 1987
         among The First National Bank of Boston, as Owner Trustee under a Trust
         Agreement,  dated as of March 16,  1987,  with Perry One Alpha  Limited
         Partnership,  The Cleveland  Electric  Illuminating  Company,  Duquesne
         Light  Company,  Ohio Edison  Company,  Pennsylvania  Power Company and
         Toledo Edison Company. (1986 Form 10-K, Exhibit 28-9.)

C-118    Additional  Support  Agreement  dated as of March 16, 1987  between The
         First  National  Bank  of  Boston,  as  Owner  Trustee  under  a  Trust
         Agreement,  dated as of March 16,  1987,  with Perry One Alpha  Limited
         Partnership, and Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.)

C-119    Bill of Sale,  Instrument of Transfer and Severance  Agreement dated as
         of March 19, 1987 between Ohio Edison  Company,  Seller,  and The First
         National  Bank of Boston,  as Owner  Trustee  under a Trust  Agreement,
         dated as of March 16, 1987,  with Perry One Alpha Limited  Partnership.
         (1986 Form 10-K, Exhibit 28-11.)

C-120    Easement dated as of March 16, 1987 from Ohio Edison Company,  Grantor,
         to The First  National  Bank of Boston,  as Owner Trustee under a Trust
         Agreement,  dated as of March 16,  1987,  with Perry One Alpha  Limited
         Partnership, Grantee. (1986 Form 10-K, File Exhibit 28-12.)

                                      143




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-121    Participation  Agreement  dated as of March  16,  1987  among  Security
         Pacific Capital Leasing Corporation, as Owner Participant, the Original
         Loan  Participants  listed in  Schedule  1  Hereto,  as  Original  Loan
         Participants,  PNPP Funding Corporation,  as Funding  Corporation,  The
         First National Bank of Boston, as Owner Trustee,  Irving Trust Company,
         as Indenture  Trustee and Ohio Edison  Company,  as Lessee.  (1986 Form
         10-K, as Exhibit 28-13.)

C-122    Amendment  No.  1  dated  as of  September  1,  1987  to  Participation
         Agreement  dated as of March 16, 1987 among  Security  Pacific  Capital
         Leasing   Corporation,   as  Owner   Participant,   The  Original  Loan
         Participants   Listed  in  Schedule  1  thereto,   as   Original   Loan
         Participants,  PNPP Funding Corporation,  as Funding  Corporation,  The
         First National Bank of Boston, as Owner Trustee,  Irving Trust Company,
         as Indenture  Trustee and Ohio Edison  Company,  as Lessee.  (1991 Form
         10-K, Exhibit 10-65.)

C-123    Amendment  No.  4  dated  as of  November  1,  1991,  to  Participation
         Agreement  dated as of March 16, 1987 among  Security  Pacific  Capital
         Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
         Funding  Corporation,  PNPP  II  Funding  Corporation,  as New  Funding
         Corporation,  The First National Bank of Boston, as Owner Trustee,  The
         Bank of New York,  as  Indenture  Trustee and Ohio Edison  Company,  as
         Lessee. (1991 Form 10-K, Exhibit 10-66.)

C-124    Amendment  No.  5  dated  as of  November  24,  1992  to  Participation
         Agreement dated as of March 16, 1987 as amended among Security  Pacific
         Capital  Leasing  Corporation,  as  Owner  Participant,   PNPP  Funding
         Corporation,  as Funding Corporation,  PNNP II Funding Corporation,  as
         New Funding  Corporation,  The First National Bank of Boston,  as Owner
         Trustee,  The Bank of New York,  as  Indenture  Trustee and Ohio Edison
         Company, as Lessee. (1992 Form 10-K, Exhibit 10-71.)

C-125    Amendment No. 6 dated as of January 12, 1993 to Participation Agreement
         dated as of March 16, 1987 as amended among  Security  Pacific  Capital
         Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
         Funding  Corporation,  PNPP  II  Funding  Corporation,  as New  Funding
         Corporation,  The First National Bank of Boston, as Owner Trustee,  The
         Bank of New York,  as  Indenture  Trustee and Ohio Edison  Company,  as
         Lessee. (1994 Form 10-K, Exhibit 10-80.)

C-126    Amendment No. 7 dated as of October 12, 1994 to Participation Agreement
         dated as of March 16, 1987 as amended among  Security  Pacific  Capital
         Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as
         Funding  Corporation,  PNPP  II  Funding  Corporation,  as New  Funding
         Corporation,  The First National Bank of Boston, as Owner Trustee,  The
         Bank of New York,  as  Indenture  Trustee and Ohio Edison  Company,  as
         Lessee. (1994 Form 10-K, Exhibit 10-81.)

                                      144




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-127    Facility  Lease dated as of March 16, 1987  between The First  National
         Bank of Boston, as Owner Trustee, with Security Pacific Capital Leasing
         Corporation,  Lessor,  and Ohio Edison Company,  as Lessee.  (1986 Form
         10-K, Exhibit 28-14.)

C-128    Amendment  No. 1 dated as of September 1, 1987 to Facility  Lease dated
         as of March 16, 1987 between The First National Bank of Boston as Owner
         Trustee,  Lessor  and Ohio  Edison  Company,  Lessee.  (1991 Form 10-K,
         Exhibit 10-68.)

C-129    Amendment No. 2 dated as of November 1, 1991 to Facility Lease dated as
         of March 16, 1987  between The First  National  Bank of Boston as Owner
         Trustee,  Lessor  and Ohio  Edison  Company,  Lessee.  (1991 Form 10-K,
         Exhibit 10-69.)

C-130    Amendment  No. 3 dated as of November 24, 1992 to Facility  Lease dated
         as of March 16, 1987, as amended,  between,  The First National Bank of
         Boston,  as  Owner  Trustee,  with  Security  Pacific  Capital  Leasing
         Corporation,  as Owner Participant and Ohio Edison Company,  as Lessee.
         (1992 Form 10-K, Exhibit 10-75.)

C-131    Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as
         of March  16,  1987 as  amended  between,  The First  National  Bank of
         Boston,  as  Owner  Trustee,  with  Security  Pacific  Capital  Leasing
         Corporation, as Owner Participant,  and Ohio Edison Company, as Lessee.
         (1992 Form 10-K, Exhibit 10-76.)

C-132    Amendment No. 5 dated as of October 12, 1994 to Facility Lease dated as
         of March  16,  1987 as  amended  between,  The First  National  Bank of
         Boston,  as  Owner  Trustee,  with  Security  Pacific  Capital  Leasing
         Corporation, as Owner Participant,  and Ohio Edison Company, as Lessee.
         (1994 Form 10-K, Exhibit 10-87.)

C-133    Letter  Agreement  dated as of  March  19,  1987  between  Ohio  Edison
         Company,  as Lessee,  and The First  National Bank of Boston,  as Owner
         Trustee  under a Trust,  dated  as of March  16,  1987,  with  Security
         Pacific  Capital Leasing  Corporation,  required by Section 3(d) of the
         Facility Lease. (1986 Form 10-K, Exhibit 28-15.)

C-134    Ground Lease dated as of March 16, 1987  between  Ohio Edison  Company,
         Ground Lessor,  and The First National Bank of Boston, as Owner Trustee
         under a Trust  Agreement,  dated as of March 16,  1987,  with Perry One
         Alpha Limited Partnership, Tenant. (1986 Form 10-K, Exhibit 28-16.)

C-135    Trust  Agreement  dated as of March 16, 1987 between  Security  Pacific
         Capital  Leasing  Corporation,  as  Owner  Participant,  and The  First
         National Bank of Boston. (1986 Form 10-K, Exhibit 28-17.)

                                      145




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-136    Trust  Indenture,   Mortgage,  Security  Agreement  and  Assignment  of
         Facility  Lease dated as of March 16, 1987  between The First  National
         Bank of Boston,  as Owner Trustee under a Trust Agreement,  dated as of
         March 16, 1987, with Security Pacific Capital Leasing Corporation,  and
         Irving Trust Company,  as Indenture  Trustee.  (1986 Form 10-K, Exhibit
         28-18.)

C-137    Supplemental  Indenture  No. 1 dated as of  September  1, 1987 to Trust
         Indenture,  Mortgage,  Security  Agreement  and  Assignment of Facility
         Lease dated as of March 16, 1987  between  The First  National  Bank of
         Boston,  as Owner Trustee and Irving Trust Company (now The Bank of New
         York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10-74.)

C-138    Supplemental  Indenture  No. 2 dated as of  November  1,  1991 to Trust
         Indenture,  Mortgage,  Security  Agreement  and  Assignment of Facility
         Lease dated as of March 16, 1987  between  The First  National  Bank of
         Boston,  as  Owner  Trustee  and The  Bank of New  York,  as  Indenture
         Trustee. (1991 Form 10-K, Exhibit 10-75.)

C-139    Tax  Indemnification  Agreement  dated as of  March  16,  1987  between
         Security Pacific Capital Leasing Corporation, as Owner Participant, and
         Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.)

C-140    Amendment  No. 1 dated as of  November  1, 1991 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between  Security  Pacific Capital
         Leasing  Corporation and Ohio Edison Company.  (1991 Form 10-K, Exhibit
         10-77.)

C-141    Amendment  No. 2 dated as of January  12,  1993 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between  Security  Pacific Capital
         Leasing  Corporation and Ohio Edison Company.  (1994 Form 10-K, Exhibit
         10-96.)

C-142    Amendment  No. 3 dated as of October  12,  1994 to Tax  Indemnification
         Agreement dated as of March 16, 1987 between  Security  Pacific Capital
         Leasing  Corporation and Ohio Edison Company.  (1994 Form 10-K, Exhibit
         10-97.)

C-143    Assignment, Assumption and Further Agreement dated as of March 16, 1987
         among The First National Bank of Boston, as Owner Trustee under a Trust
         Agreement,  dated as of March 16, 1987,  with Security  Pacific Capital
         Leasing  Corporation,  The  Cleveland  Electric  Illuminating  Company,
         Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company
         and Toledo Edison Company. (1986 Form 10-K, Exhibit 28-20.)

C-144    Additional  Support  Agreement  dated as of March 16, 1987  between The
         First  National  Bank  of  Boston,  as  Owner  Trustee  under  a  Trust
         Agreement,  dated as of March 16, 1987,  with Security  Pacific Capital
         Leasing Corporation,  and Ohio Edison Company. (1986 Form 10-K, Exhibit
         28-21.)

                                      146




ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-145    Bill of Sale,  Instrument of Transfer and Severance  Agreement dated as
         of March 19, 1987 between Ohio Edison  Company,  Seller,  and The First
         National  Bank of Boston,  as Owner  Trustee  under a Trust  Agreement,
         dated as of March 16,  1987,  with  Security  Pacific  Capital  Leasing
         Corporation, Buyer. (1986 Form 10-K, Exhibit 28-22.)

C-146    Easement dated as of March 16, 1987 from Ohio Edison Company,  Grantor,
         to The First  National  Bank of Boston,  as Owner Trustee under a Trust
         Agreement,  dated as of March 16, 1987,  with Security  Pacific Capital
         Leasing Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.)

C-147    Refinancing  Agreement  dated as of  November  1, 1991 among  Perry One
         Alpha  Limited   Partnership,   as  Owner  Participant,   PNPP  Funding
         Corporation,  as Funding Corporation,  PNPP II Funding Corporation,  as
         New Funding  Corporation,  The First National Bank of Boston,  as Owner
         Trustee,  The Bank of New York, as Indenture  Trustee,  The Bank of New
         York,  as  Collateral  Trust  Trustee,  The  Bank of New  York,  as New
         Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form
         10-K, Exhibit 10-82.)

C-148    Refinancing  Agreement  dated as of  November  1, 1991  among  Security
         Pacific  Leasing  Corporation,  as  Owner  Participant,   PNPP  Funding
         Corporation,  as Funding Corporation,  PNPP II Funding Corporation,  as
         New Funding  Corporation,  The First National Bank of Boston,  as Owner
         Trustee,  The Bank of New York, as Indenture  Trustee,  The Bank of New
         York,  as  Collateral  Trust  Trustee,  The  Bank  of New  York  as New
         Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form
         10-K, Exhibit 10-83.)

C-149    Ohio Edison Company Master  Decommissioning  Trust  Agreement for Perry
         Nuclear  Power  Plant Unit One,  Perry  Nuclear  Power  Plant Unit Two,
         Beaver  Valley Power  Station Unit One and Beaver  Valley Power Station
         Unit Two dated July 1, 1993. (1993 Form 10-K, Exhibit 10-94.)

C-150    Nuclear  Fuel  Lease  dated as of March  31,  1989,  between  OES Fuel,
         Incorporated, as Lessor, and Ohio Edison Company, as Lessee. (1989 Form
         10-K, Exhibit 10-62.)

C-151    Receivables  Purchase  Agreement dated as November 28, 1989, as amended
         and restated as of April 23, 1993,  between OES Capital,  Incorporated,
         Corporate Asset Funding Company,  Inc. and Citicorp North America, Inc.
         (1994 Form 10-K, Exhibit 10-106.)

C-152    Guarantee  Agreement  entered into by Ohio Edison  Company  dated as of
         January 17, 1991. (1990 Form 10-K, Exhibit 10-64.)

C-153    Transfer  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.)

                                      147




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-154    Renunciation  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.)

C-155    Transfer 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.)

C-156    Renunciation  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.)

C-157    Transfer 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.)

C-158    Renunciation  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.)

C-159    Participation  Agreement  dated as of September 15, 1987,  among Beaver
         Valley Two Pi Limited Partnership,  as Owner Participant,  the Original
         Loan  Participants  listed in  Schedule 1  Thereto,  as  Original  Loan
         Participants,  BVPS Funding Corporation,  as Funding  Corporation,  The
         First National Bank of Boston, as Owner Trustee,  Irving Trust Company,
         as  Indenture  Trustee  and Ohio Edison  Company as Lessee.  (1987 Form
         10-K, Exhibit 28-1.)

C-160    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.)

C-161    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.)

                                      148



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-162    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, Exhibit 10-100.)

C-163    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.)

C-164    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.)

C-165    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, Exhibit 28-4.)

C-166    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.)

C-167    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.)

C-168    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.)

C-169    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, Exhibit 28-6.)

                                      149




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-170    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.)

C-171    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.)

C-172    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.)

C-173    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.)

C-174    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.)

C-175    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.)

C-176    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.)

C-177    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.)

C-178    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.)

                                      150



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         ==

C-179    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.)

C-180    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.)

C-181    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.)

C-182    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.)

C-183    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.)

C-184    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.)

C-185    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.)


                                      151



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-186    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.)

C-187    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.)

C-188    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.)

C-189    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.)

C-190    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.)

C-191    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.)

C-192    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.)

C-193    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.)

C-194    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.)

                                      152




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-195    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.)

C-196    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.)

C-197    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.)

C-198    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.)

C-199    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.)

C-200    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.)

C-201    Operating Agreement dated March 10, 1987 with respect to Perry Unit No.
         1 between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24.)

C-202    Operating  Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as
         of June 1, 1976, and executed on September 15, 1987, by and between the
         CAPCO Companies. (1987 Form 10-K, Exhibit 28-25.)

C-203    Operating  Agreement  for W. H. Sammis Unit No. 7 dated as of September
         1, 1971 by and between the CAPCO  Companies.  (1987 Form 10-K,  Exhibit
         28-26.)

C-204    OE-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.)

C-205    OE-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.)

                                      153




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         OE
         --

C-206    Supplement  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.)

C-207    APS-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.)


         Penn
         ----

C-208    Indenture  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.)

C-209    Supplemental  Indenture dated as of September 1, 1995, between Penn and
         Citibank, N.A., as Trustee. (1995 Form 10-K, Exhibit 4-2.)

C-210    Supplemental  Indenture  dated  as of June 1,  1997,  between  Penn and
         Citibank, N.A., as Trustee. (1997 Form 10-K, Exhibit 4-3.)


                                      154



ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penn
         ----

C-211    Supplemental  Indenture  dated  as of June 1,  1998,  between  Penn and
         Citibank, N. A., as Trustee. (1998 Form 10-K, Exhibit 4-4.)

C-212   Supplemental  Indenture dated as of September 29, 1999, between Penn and
        Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-5.)

C-213    Supplemental  Indenture dated as of November 15, 1999, between Penn and
         Citibank, N.A., as Trustee. (1999 Form 10-K, Exhibit 4-6.)

C-214    Supplemental  Indenture  dated as of June 1,  2001.  (2001  Form  10-K,
         Exhibit 4-7.)

C-215    Administration  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).)

C-216    Amendment  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).)

C-217    Transmission  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).)

C-218    Amendment No. 1 dated as of January 1, 1993 to Transmission  Facilities
         Agreement between the CAPCO Group dated as of September 14, 1967. (1993
         Form 10-K, Exhibit 10-4, Ohio Edison Company.)

C-219    Agreement for the  Termination or  Construction  of Certain  Agreements
         effective  September  1,  1980  among the  CAPCO  Group.  (Registration
         Statement No. 2-68906, Exhibit 10-4.)

C-220    Amendment   dated  as  of  December  23,  1993  to  Agreement  for  the
         Termination or Construction of Certain Agreements  effective  September
         1, 1980 among the CAPCO  Group.  (1993 Form 10-K,  Exhibit  10-6,  Ohio
         Edison Company.)

C-221    CAPCO  Basic  Operating  Agreement,   as  amended  September  1,  1980.
         (Registration Statement No. 2-68906, as Exhibit 10-5.)

C-222    Amendment  No.  1 dated  August  1,  1981  and  Amendment  No.  2 dated
         September  1,  1982,  to CAPCO  Basic  Operating  Agreement  as amended
         September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982
         Form 10-K, Exhibit 19-3, File No. 1-2578, of Ohio Edison Company.)

                                      155




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penn
         ----

C-223    Amendment  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.)

C-224    Basic  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.)

C-225    Basic  Operating  Agreement  between  the CAPCO  Companies  as  amended
         January 1, 1993. (1993 Form 10-K, Exhibit 10-11, Ohio Edison.)

C-226    Memorandum  of Agreement  effective as of September 1, 1980,  among the
         CAPCO Group. (1991 Form 10-K, Exhibit 19-2, Ohio Edison Company.)

C-227    Operating  Agreement for Beaver Valley Power Station Units Nos. 1 and 2
         as Amended and Restated  September  15, 1987,  by and between the CAPCO
         Companies.  (1987 Form 10-K,  Exhibit 10-15,  File No. 1-2578,  of Ohio
         Edison Company.)

C-228    Construction  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).)

C-229    Memorandum 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.)

C-230    Ohio Edison System  Executive  Supplemental  Life Insurance Plan. (1995
         Form 10-K, Exhibit 10-44, File No. 1-2578, Ohio Edison Company.)

C-231    Ohio Edison System Executive  Incentive  Compensation  Plan. (1995 Form
         10-K, Exhibit 10-45, File No. 1-2578, Ohio Edison Company.)

C-232    Ohio Edison System Restated and Amended Executive Deferred Compensation
         Plan.  (1995 Form 10-K,  Exhibit 10-46,  File No.  1-2578,  Ohio Edison
         Company.)

C-233    Ohio  Edison  System  Restated  and  Amended   Supplemental   Executive
         Retirement Plan. (1995 Form 10-K, Exhibit 10-47, File No. 1-2578,  Ohio
         Edison Company.)

C-234    Operating  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.)

                                      156




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penn
         ----

C-235    Operating  Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as
         of June 1, 1976, and executed on September 15, 1987, by and between the
         CAPCO Companies.  (1987 Form 10-K, Exhibit 28-25, File No. 1-2578, Ohio
         Edison Company.)

C-236    Operating  Agreement  for W. H. Sammis Unit No. 7 dated as of September
         1, 1971, by and between the CAPCO Companies.  (1987 Form 10-K,  Exhibit
         28-26, File No. 1-2578, Ohio Edison Company.)

C-237    OE-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.)

C-238    OE-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.)

C-239    Supplement  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.)

C-240    APS-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.)

C-241    Pennsylvania 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.)

C-242    Nuclear  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.)


         CEI and TE
         ----------

C-243    Rights A greement (Exhibit 4, June 25, 1996 Form 8-K, File Nos. 1-9130,
         1-2323 and 1-3583).

                                      157




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-244    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).

C-245    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).

C-246    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).

C-247    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).

C-248    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).

C-249    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's   transmission   facilities  (Exhibit
         10b(2)(1), 1993 Form 10-K, File Nos. 1-9130, 1-2323 and 1-3583).

C-250    CAPCO Basic  Operating  Agreement As Amended  January 1, 1993 among the
         CAPCO Group  members  regarding  coordinated  operation of the members'
         systems (Exhibit 10b(3),  1993 Form 10-K, File Nos. 1-9130,  1-2323 and
         1-3583).

C-251    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).

                                      158




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-252    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).

C-253    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).

C-254    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).

C-255    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).

C-256    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).

C-257    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).

C-258    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).

C-259    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).

C-260    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).

                                      159




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-261    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).

C-262    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).

C-263    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).

C-264    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).

C-265    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).

C-266    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).

C-267    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).

C-268    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).

                                      160




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-269    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).

C-270    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).

C-271    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).

C-272    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).

C-273    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).

C-274    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).

C-275    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).

                                      161




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-276    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).

C-277    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).

C-278    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).

C-279    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).

C-280    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).

C-281    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).

C-282    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).

                                      162




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         CEI and TE
         ----------

C-283    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).

C-284    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).

C-285    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).

C-286    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).

C-287    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).

C-288    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).

C-289    Centerior Energy Corporation Equity Compensation Plan (Exhibit 99, Form
         S-8, File No. 33-59635).


         CEI
         ---

C-290    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, dated as follows:

         Dated as of            File Reference                 Exhibit No.
         -----------            --------------                 -----------
         July 1, 1940           Form 10-K, 2-445  7(b)
         August 18, 1944        Form 10-K, 2-9887              4(c)
         December 1, 1947       Form 10-K, 2-7306              7(d)
         September 1, 1950      Form 10-K, 2-8587 7(c)

                                      163




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits

         CEI
         ---

         Dated as of            File Reference                    Exhibit No.
         -----------            --------------                    -----------
         June 1, 1951           Form 10-K, 2-8994                 7(f)
         May 1, 1954            Form 10-K, 2-10830                4(d)
         March 1, 1958          Form 10-K, 2-13839                2(a)(4)
         April 1, 1959          Form 10-K, 2-14753                2(a)(4)
         December 20, 1967      Form 10-K, 2-30759                2(a)(4)
         January 15, 1969       Form 10-K, 2-30759                2(a)(5)
         November 1, 1969       Form 10-K, 2-35008                2(a)(4)
         June 1, 1970           Form 10-K, 2-37235                2(a)(4)
         November 15, 1970      Form 10-K, 2-38460                2(a)(4)
         May 1, 1974            Form 10-K, 2-50537                2(a)(4)
         April 15, 1975         Form 10-K, 2-52995                2(a)(4)
         April 16, 1975         Form 10-K, 2-53309                2(a)(4)
         May 28, 1975           June 5,1975 Form 8-A, 1-2323      2(c)
         February 1, 1976       1975 Form 10 K, 1-2323            3(d)(6)
         November 23, 1976      Form 10-K, 2-57375                2(a)(4)
         July 26, 1977          Form 10-K, 2-59401                2(a)(4)
         September  7, 1977     Form 10-K, 2-67221                2(a)(5)
         May 1, 1978            June 30,1978 Form 10-Q, 1-2323    2(b)
         September 1, 1979      September 30, 1979 Form 10-Q,     2(a)
                                1-2323
         April 1, 1980          September 30, 1980 Form 10-Q,     4(a)(2)
                                1-2323
         April 15, 1980         September 30, 1980 Form 10-Q,     4(b)
                                1-2323
         May 28, 1980           Amendment No. 1, 2-67221          2(a)(4)
         June 9, 1980           September 30, 1980 Form 10-Q,     4(d)
                                1-2323
         December 1, 1980       1980 Form 10-K, 1-2323            4(b) (29)
         July 28, 1981          September 30, 1981, Form 10-Q,    4(a)
                                1-2323
         August 1, 1981         September 30, 1981, Form 10-Q,    4(b)
                                1-2323
         March 1, 1982          Amendment No. 1, 2-76029          4(b)(3)
         July 15, 1982          September 30, 1982 Form 10-Q,     4(a)
                                1-2323
         September 1, 1982      September 30, 1982 Form 10-Q,     4(a)(1)
                                1-2323
         November 1, 1982       September 30, 1982 Form 10-Q,     (a)(2)
                                1-2323
         November 15, 1982      1982 Form 10-K, 1-2323            4(b)(36)
         May 24, 1983           June 30, 1983 Form 10-Q, 1-2323   4(a)
         May 1, 1984            June 30, 1984 Form 10-Q, 1-2323   4
         May 23, 1984           May 22,1984 Form 8-K, 1-2323      4
         June 27, 1984          June 11, 1984 Form 8-K, 1-2323)   4
         September 4, 1984      1984 Form 10-K, 1-2323            4b(41)
         November 14, 1984      1984 Form 10 K, 1-2323            4b(42)
         November 15, 1984      1984 Form 10-K, 1-2323            4b(43)
         April 15, 1985         May 8, 1985 Form 8-K, 1-2323      4(a)
         May 28, 1985           May 8, 1985 Form 8-K, 1-2323      4(b)

                                      164




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

        CEI
        ---

        Dated as of            File Reference                    Exhibit No.
        -----------            --------------                    -----------
         August 1, 1985         September 30, 1985 Form 10-Q,     4
                                1-2323
         September 1, 1985      September 30, 1985 Form 8-K,      4
                                1-2323
         November 1, 1985       January 31, 1986 Form 8-K,        4
                                1-2323
         April 15, 1986         March 31, 1986 Form 10-Q,         4
                                1-2323
         May 14, 1986           June 30, 1986 Form 10Q, 1-2323    4(a)
         May 15, 1986           June 30, 1986 Form 10-Q,1-2323    4(b)
         February 25, 1987      1986 Form 10-K, 1-2323            4b(52)
         October 15, 1987       September 30, 1987 Form 10-Q      4
                                1-2323
         February 24, 1988      1987 Form 10-K, 1-2323            4b(54)
         September 15, 1988     1988 Form 10-K, 1-2323            4b(55)
         May 15, 1989           33-32724                          4(a)(2)(i)
         June 13, 1989          File No. 33-32724                 4(a)(2)(ii)
         October 15, 1989       33-32724                          4(a)(2)(iii)
         January 1, 1990        1989 Form 10-K, 1-2323            4b(59)
         June 1, 1990           September 30, 1990 Form 10-Q,     4(a)
                                1-2323
         August 1, 1990         September 30, 1990 Form 10-Q,     4(b)
                                1-2323
         May 1, 1991            June 30, 1991 Form 10-Q,          4(a)
                                1-2323
         May 1, 1992            33-48845                          4(a)(3)
         July 31, 1992          33-57292                          4(a)(3)
         January 1, 1993        1992 Form 10-K, 1-2323            4b(65)
         February 1, 1993       1992 Form 10-K, 1-2323            4b(66)
         May 20, 1993           July 14, 1993 Form 8-K, 1-2323    4(a)
         June 1, 1993           July 14, 1993 Form 8-K, 1-2323    4(b)
         September 15, 1994     September 30, 1994 Form 10-Q,     4(a)
                                1-2323
         May 1, 1995            September 30, 1995 Form 10-Q,     4(a)
                                1-2323
         May 2, 1995            September 30, 1995 Form 10-Q,     4(b)
                                1-2323
         June 1, 1995           September 30, 1995 Form 10-Q,     4(c)
                                1-2323
         July 15, 1995          1995 Form 10-K, 1-2323            4b(73
         August 1, 1995         1995 Form 10-K, 1-2323            4b(74)
         June 15, 1997          Form S-4, 333-35931, filed by     4(a)
                                CEI and TE
         October 15, 1997       Form S-4, 333-47651, filed by     4(a)
                                Cleveland Electric
         June 1, 1998           Form S-4, 333-72891               4b(77)
         October 1, 1998        Form S-4, 333-72891               4b(78)
         October 1, 1998        Form S-4, 333-72891               4b(79)
         February 24, 1999      Form S-4, 333-72891               4b(80)

                                      165




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits

         CEI
         ---

         Dated as of            File Reference                    Exhibit No.
         -----------            --------------                    -----------
         September 29, 1999     1999 Form 10-K, 1-2323            4b(81)
         January 15, 2000       1999 Form 10-K, 1-2323            4b(82)
         May 15, 2002           2002 Form 10-K, 1-2323            4b(83)
         October 1, 2002        2002 Form 10-K, 1-2323            4b(84)

C-291    Form  of Note  Indenture  between  Cleveland  Electric  and  The  Chase
         Manhattan  Bank, as Trustee dated as of October 24, 1997 (Exhibit 4(b),
         Form S-4 File No. 333-47651, filed by Cleveland Electric).

C-292    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).

C-293    Administration  Agreement between the CAPCO Group dated as of September
         14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2).)

C-294    Amendment  No. 1 dated  January  4,  1974 to  Administration  Agreement
         between the CAPCO Group dated as of September  14, 1967.  (Registration
         No. 2-68906, Exhibit 5(c)(3).)

C-295    Transmission  Facilities  Agreement between the CAPCO Group dated as of
         September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).)

C-296    Amendment No. 1 dated as of January 1, 1993 to Transmission  Facilities
         Agreement between the CAPCO Group dated as of September 14, 1967. (1993
         Form 10-K, Exhibit 10-4.)

C-297    Agreement for the  Termination or  Construction  of Certain  Agreements
         effective  September 1, 1980,  October 15, 1997 (Exhibit 4(a), Form S-4
         File No. 333-47651, filed by Cleveland Electric).


         TE
         --

C-298    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).

         Dated as of            File Reference                    Exhibit No.
         -----------            --------------                    -----------
         September 1, 1948      Form 10-K, 2-26908                2(d)
         April 1, 1949          Form 10-K, 2-26908                2(e)
         December 1, 1950       Form 10-K, 2-26908                2(f)
         March 1, 1954          Form 10-K, 2-26908                2(g)
         February 1, 1956       Form 10-K, 2-26908                2(h)
         May 1, 1958            Form 10-K, 2-59794                5(g)

                                      166




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         TE
         --

         Dated as of            File Reference                    Exhibit No.
         -----------            --------------                    -----------
         August 1, 1967         Form 10-K, 2-26908                2(c)
         November 1, 1970       Form 10-K, 2-38569                2(c)
         August 1, 1972         Form 10-K, 2-44873                2(c)
         November 1, 1973       Form 10-K, 2-49428                2(c)
         October 1, 1975        Form 10-K, 2-54627                2(c)
         June 1, 1976           Form 10-K, 2-56396                2(c)
         October 1, 1978        Form 10-K, 2-62568                2(c)
         September 1, 1979      Form 10-K, 2-65350                2(c)
         September 1, 1980      Form 10-K, 2-69190                4(s)
         October 1, 1980        Form 10-K, 2-69190                4(c)
         April 1, 1981          Form 10-K, 2-71580                4(c)
         November 1, 1981       Form 10-K, 2-74485                4(c)
         June 1, 1982           Form 10-K, 2-77763                4(c)
         September 1, 1982      Form 10-K, 2-87323                4(x)
         April 1, 1983          March 31, 1983, Form 10-Q,        4(c)
                                1-3583
         December 1, 1983       1983 Form 10-K, 1-3583            4(x)
         April 1, 1984          2-90059                           4(c)
         October 15, 1984       1984 Form 10-K                    4(dd)
         August 1, 1985         33-1689                           4(ee)
         December 1, 1985       33-1689                           4(c)
         March 1, 1986          1986 Form 10-K, 1-3583            4b(31)
         October 15, 1987       September 30, 1987 Form 10-Q,     4,
                                1-3583
         September 15, 1988     1988 Form 10-K, 1-3583            4b(33)
         June 15, 1989          1989 Form 10-K, 1-3583            4b(34)
         October 15, 1989       1989 Form 10-K, 1-3583            4b(35)
         May 15, 1990           June 30, 1990 Form 10-Q, 1-3583   4
         March 1, 1991          June 30, 1991 Form 10-Q, 1-3583   4(b)
         May 1, 1992            33-48844                          4(a)(3)
         August 1, 1992         1992 Form 10-K, 1-3583            4b(39)
         October 1, 1992        1992 Form 10-K, 1-3583            4b(40)
         January 1, 1993        1992 Form 10-K, 1-3583            4b(41)
         September 15, 1994     September 30, 1994 Form 10-Q,     4(b)
                                1-3583
         May 1, 1995            September 30, 1995 Form 10-Q,     4(d)
                                1-3583
         June 1, 1995           September 30, 1995 Form 10-Q,     4(e)
                                1-3583
         July 14, 1995          September 30, 1995 Form 10-Q,     4(f)
                                1-3583
         July 15, 1995          September 30, 1995 Form 10-Q,     4(g)
                                1-3583
         August 1, 1997         1998 Form 10-K, 1-3583            4b(47)
         June 1, 1998           1998 Form 10-K, 1-3583            4b(48)
         January 15, 2000       1999 Form 10-K, 1-3583            4b(49)
         May 1, 2000            2000 Form 10-K, 1-3583            4b(50)
         September 1, 2000                                        4b(51)
         October 1, 2002        2002 Form 10-K, 1-3583            4b(52)

                                      167




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

C-299    Indenture of JCP&L, dated March 1, 1946 between JCP&L and United States
         Trust  Company  of  New  York,   Successor  Trustee,   as  amended  and
         supplemented by eight  supplemental  indentures  dated December 1, 1948
         through June 1, 1960 - Incorporated by reference to JCP&L's 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.

C-300    Ninth  Supplemental   Indenture,   dated  as  of  November  1,  1962  -
         incorporated by reference to Exhibit 2-C, Registration No. 2-20732.

C-301    Tenth   Supplemental   Indenture,   dated  as  of  October  1,  1963  -
         incorporated by reference to Exhibit 2-C, Registration No. 2-21645.

C-302    Eleventh  Supplemental  Indenture,  dated  as  of  October  1,  1964  -
         incorporated by reference to Exhibit 5-A-3, Registration No. 2-59785.

C-303    Twelfth  Supplemental  Indenture,  dated  as  of  November  1,  1965  -
         incorporated by reference to Exhibit 5-A-4, Registration No. 2-59785.

C-304    Thirteenth  Supplemental  Indenture,  dated  as of  August  1,  1966  -
         incorporated by reference to Exhibit 4-C, Registration No. 2-25124.

C-305    Fourteenth  Supplemental  Indenture,  dated as of  September  1, 1967 -
         incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.

C-306    Fifteenth  Supplemental  Indenture,  dated  as of  October  1,  1968  -
         incorporated by reference to Exhibit 5-A-7, Registration No. 2-59785.

C-307    Sixteenth  Supplemental  Indenture,  dated  as of  October  1,  1969  -
         incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785.

C-308    Seventeenth  Supplemental  Indenture,  dated  as  of  June  1,  1970  -
         incorporated by reference to Exhibit 5-A-9, Registration No. 2-59785.

C-309    Eighteenth  Supplemental  Indenture,  dated as of  December  1,  1970 -
         incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.

                                      168




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

C-310    Nineteenth  Supplemental  Indenture,  dated as of  February  1,  1971 -
         incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.

C-311    Twentieth  Supplemental  Indenture,  dated  as of  November  1,  1971 -
         incorporated by reference to Exhibit 5-A-12, Registration No. 2-59875.

C-312    Twenty-first  Supplemental  Indenture,  dated as of  August  1,  1972 -
         incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.

C-313    Twenty-second  Supplemental  Indenture,  dated as of  August  1, 1973 -
         incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.

C-314    Twenty-third  Supplemental  Indenture,  dated as of  October  1, 1973 -
         incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785.

C-315    Twenty-fourth  Supplemental  Indenture,  dated as of December 1, 1973 -
         incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.

C-316    Twenty-fifth  Supplemental  Indenture,  dated as of  November 1, 1974 -
         incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.

C-317    Twenty-sixth  Supplemental  Indenture,  dated  as of  March  1,  1975 -
         incorporated by reference to Exhibit 5-A-18, Registration No. 2-59785.

C-318    Twenty-seventh  Supplemental  Indenture,  dated  as of July  1,  1975 -
         incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.

C-319    Twenty-eighth  Supplemental  Indenture,  dated as of  October 1, 1975 -
         incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.

C-320    Twenty-ninth  Supplemental  Indenture,  dated as of  February 1, 1976 -
         incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.

C-321    Supplemental Indenture No. 29A, dated as of May 31, 1976 - incorporated
         by reference to Exhibit 5-A-22, Registration No. 2-59785.

                                      169




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

C-322    Thirtieth  Supplemental   Indenture,   dated  as  of  June  1,  1976  -
         incorporated by reference to Exhibit 5-A-23, Registration No. 2-59785.

C-323    Thirty-first  Supplemental  Indenture,  dated  as  of  May  1,  1977  -
         incorporated by reference to Exhibit 5-A-24, Registration No. 2-59785.

C-324    Thirty-second  Supplemental  Indenture,  dated as of January 20, 1978 -
         incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.

C-325    Thirty-third  Supplemental  Indenture,  dated as of  January  1, 1979 -
         incorporated by reference to Exhibit A-20(b),  Certificate  Pursuant to
         Rule 24, File No. 70-6242.

C-326    Thirty-fourth  Supplemental  Indenture,  dated  as of  June  l,  1979 -
         incorporated by reference to Exhibit A-28, Certificate Pursuant to Rule
         24, File No. 70-6290.

C-327    Thirty-sixth  Supplemental  Indenture,  dated as of  October  1, 1979 -
         incorporated by reference to Exhibit A-30, Certificate Pursuant to Rule
         24, File No. 70-6354.

C-328    Thirty-seventh  Supplemental Indenture, dated as of September 1, 1984 -
         incorporated by reference to Exhibit A-1(cc),  Certificate  Pursuant to
         Rule 24, File No. 70-7001.

C-329    Thirty-eighth  Supplemental  Indenture,  dated  as of  July  1,  1985 -
         incorporated by reference to Exhibit A-1(dd),  Certificate  Pursuant to
         Rule 24, File No. 70-7109.

C-330    Thirty-ninth  Supplemental  Indenture,  dated  as of  April  1,  1988 -
         incorporated  by reference to Exhibit A-1(a),  Certificate  Pursuant to
         Rule 24, File No. 70-7263.

C-331    Fortieth  Supplemental   Indenture,   dated  as  of  June  14,  1988  -
         incorporated by reference to Exhibit A-1(ff),  Certificate  Pursuant to
         Rule 24, File No. 70-7603.

C-332    Forty-first  Supplemental  Indenture,  dated  as of  April  1,  1989  -
         incorporated by reference to Exhibit A-1(gg),  Certificate  Pursuant to
         Rule 24, File No. 70-7603.

C-333    Forty-second  Supplemental  Indenture,  dated  as of  July  1,  1989  -
         incorporated by reference to Exhibit A-1(hh),  Certificate  Pursuant to
         Rule 24, File No. 70-7603.

                                      170




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

C-334    Forty-third   Supplemental  Indenture,   dated  as  of  March  1,  1991
         -incorporated   by  reference  to  Exhibit  4-A-35,   Registration  No.
         33-45314.

C-335    Forty-fourth  Supplemental  Indenture,  dated  as of  March  1,  1992 -
         incorporated by reference to Exhibit 4-A-36, Registration No. 33-49405.

C-336    Forty-fifth  Supplemental  Indenture,  dated as of  October  1,  1992 -
         incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.

C-337    Forty-sixth  Supplemental  Indenture,  dated  as of  April  1,  1993  -
         incorporated  by reference to Exhibit C-15 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1992, File No. 30-126.

C-338    Forty-seventh  Supplemental  Indenture,  dated as of April  10,  1993 -
         incorporated  by reference to Exhibit C-16 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1992, File No. 30-126.

C-339    Forty-eighth  Supplemental  Indenture,  dated  as of April  15,  1993 -
         incorporated  by reference to Exhibit C-17 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1992, File No. 30-126.

C-340    Forty-ninth  Supplemental  Indenture,  dated as of  October  1,  1993 -
         incorporated  by reference to Exhibit C-18 to GPU, Inc.'s Annual Report
         on Form U5S for the year 1993, File No. 30-126.

C-341    Fiftieth  Supplemental  Indenture,   dated  as  of  August  1,  1994  -
         incorporated  by reference to Exhibit C-19 of GPU, Inc.'s Annual Report
         on Form U5S for the year 1994, File No. 30-126.

C-342    Fifty-first  Supplemental  Indenture of JCP&L,  dated August 15, 1996 -
         incorporated  by  reference  to Exhibit  4-A-43 of GPU,  Inc.'s  Annual
         Report on Form 10-K for 1996, File No. 1-6047.

C-343    Fifty-second  Supplemental  Indenture  of JCP&L  dated  July 1,  1999 -
         incorporated  by reference to Item 16, Exhibit  4-B-44 of  Registration
         No. 333-88783.

C-344    Fifty-third  Supplemental  Indenture of JCP&L dated  November 1, 1999 -
         incorporated by reference to Exhibit 4-A-45 of JCP&L's Annual Report on
         Form 10-K for the year 1999, File No. 1-3141.

C-345    Subordinated   Debenture   Indenture,   dated  as  of  May  1,  1995  -
         incorporated  by reference to Exhibit A-8(a),  Certificate  Pursuant to
         Rule 24, File No. 70-8495.

                                      171




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         JCP&L
         -----

C-346    Fifty-fourth  Supplemental Indenture of JCP&L, dated November 7, 2001 -
         incorporated by reference to Exhibit 4-A-47 of JCP&L's Annual Report on
         Form 10-K for the year 2001, File No. 1-3141.

C-347    Senior Note Indenture  between JCP&L and United States Trust Company of
         New York, dated July 1, 1999 - incorporated by reference to Exhibit 4-A
         of Registration No. 333-78717.

C-348    Incentive  Compensation  Plan  for  Elected  Officers  of  JCP&L  dated
         February 6, 1997  incorporated  by  reference  to Exhibit  C-74 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

C-349    Employee  Incentive  Compensation  Plan of JCP&L,  dated as of April 1,
         1995 - incorporated  by reference to Exhibit 10-D to GPU, Inc.'s Annual
         Report on Form 10-K for the year 1995, File No. 1-6047.

C-350    JCP&L  Supplemental  and  Excess  Benefits  Plan  dated  June 5, 1997 -
         incorporated  by reference to Exhibit 10-K to JCP&L's  Annual Report on
         Form 10-K for the year 1997, File No. 1-3141.

C-351    Amended and restated  Deferred  Remuneration Plan for Outside Directors
         of JCP&L  effective as of August 8, 2000 - incorporated by reference to
         Exhibit 10-H to JCP&L's  Annual  Report on Form 10-K for the year 2000,
         File No. 1-3141.

C-352    Form of Amendment, effective November 7, 2001, to Deferred Remuneration
         Plan for Outside  Directors  of JCP&L -  incorporated  by  reference to
         Exhibit 10-B to JCP&L's  Annual  Report on Form 10-K for the year 2001,
         File No. 1-3141.


         Met-Ed
         ------

C-353    Indenture of Met-Ed,  dated November 1, 1944, between Met-Ed and United
         States Trust  Company of New York,  Successor  Trustee,  as amended and
         supplemented by fourteen supplemental indentures dated February 1, 1947
         through May 1, 1960 - Incorporated by reference to Met-Ed's 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.

                                      172




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Met-Ed
         ------

C-354    Supplemental Indenture,  dated as of December 1, 1962 - incorporated by
         reference to Exhibit 2-E(1), Registration No. 2-59678.

C-355    Supplemental  Indenture,  dated as of March 20, 1964 - incorporated  by
         reference to Exhibit 2-E(2), Registration No. 2-59678.

C-356    Supplemental  Indenture,  dated as of July 1,  1965 -  incorporated  by
         reference to Exhibit 2-E(3), Registration No. 2-59678.

C-357    Supplemental  Indenture,  dated as of June 1,  1966 -  incorporated  by
         reference to Exhibit 2-B-4, Registration No. 2-24883.

C-358    Supplemental  Indenture,  dated as of March 22, 1968 - incorporated  by
         reference to Exhibit 4-C-5, Registration No. 2-29644.

C-359    Supplemental Indenture, dated as of September 1, 1968 - incorporated by
         reference to Exhibit 2-E(6), Registration No. 2-59678.

C-360    Supplemental  Indenture,  dated as of August 1, 1969 - incorporated  by
         reference to Exhibit 2-E(7), Registration No. 2-59678.

C-361    Supplemental Indenture,  dated as of November 1, 1971 - incorporated by
         reference to Exhibit 2-E(8), Registration No. 2-59678.

C-362    Supplemental  Indenture,  dated  as of May 1,  1972 -  incorporated  by
         reference to Exhibit 2-E(9), Registration No. 2-59678.

C-363    Supplemental Indenture,  dated as of December 1, 1973 - incorporated by
         reference to Exhibit 2-E(10), Registration No. 2-59678.

C-364    Supplemental Indenture,  dated as of October 30, 1974 - incorporated by
         reference to Exhibit 2-E(11), Registration No. 2-59678.

C-365    Supplemental Indenture,  dated as of October 31, 1974 - incorporated by
         reference to Exhibit 2-E(12), Registration No. 2-59678.

C-366    Supplemental  Indenture,  dated as of March 20, 1975 - incorporated  by
         reference to Exhibit 2-E(13), Registration No. 2-59678.

                                      173




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Met-Ed
         ------

C-367    Supplemental  Indenture,  dated as of September 25, 1975 - incorporated
         by reference to Exhibit 2-E(15), Registration No. 2-59678.

C-368    Supplemental Indenture,  dated as of January 12, 1976 - incorporated by
         reference to Exhibit 2-E(16), Registration No. 2-59678.

C-369    Supplemental  Indenture,  dated as of March 1, 1976 -  incorporated  by
         reference to Exhibit 2-E(17), Registration No. 2-59678.

C-370    Supplemental  Indenture,  dated as of September 28, 1977 - incorporated
         by reference to Exhibit 2-E(18), Registration No. 2-62212.

C-371    Supplemental  Indenture,  dated as of January 1, 1978 - incorporated by
         reference to Exhibit 2-E(19), Registration No. 2-62212.

C-372    Supplemental Indenture, dated as of September 1, 1978 - incorporated by
         reference to Exhibit 4-A(19), Registration No. 33-48937.

C-373    Supplemental  Indenture,  dated as of June 1,  1979 -  incorporated  by
         reference to Exhibit 4-A(20), Registration No. 33-48937.

C-374    Supplemental  Indenture,  dated as of January l, 1980 - incorporated by
         reference to Exhibit 4-A(21), Registration No. 33-48937.

C-375    Supplemental Indenture, dated as of September 1, 1981 - incorporated by
         reference to Exhibit 4-A(22), Registration No. 33-48937.

C-376    Supplemental  Indenture,  dated as of September 10, 1981 - incorporated
         by reference to Exhibit 4-A(23), Registration No. 33-48937.

C-377    Supplemental Indenture,  dated as of December 1, 1982 - incorporated by
         reference to Exhibit 4-A(24), Registration No. 33-48937.

C-378    Supplemental Indenture, dated as of September 1, 1983 - incorporated by
         reference to Exhibit 4-A(25), Registration No. 33-48937.

                                      174




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Met-Ed
         ------

C-379    Supplemental  Indenture dated as of September 1, 1984 - incorporated by
         reference to Exhibit 4-A(26), Registration No. 33-48937.

C-380    Supplemental  Indenture,  dated as of March 1, 1985 -  incorporated  by
         reference to Exhibit 4-A(27), Registration No. 33-48937.

C-381    Supplemental Indenture, dated as of September l, 1985 - incorporated by
         reference to Exhibit 4-A(28), Registration No. 33-48937.

C-382    Supplemental  Indenture,  dated as of June 1,  1988 -  incorporated  by
         reference to Exhibit 4-A(29), Registration No. 33-48937.

C-383    Supplemental  Indenture,  dated as of April 1, 1990 -  incorporated  by
         reference to Exhibit 4-A(30), Registration No. 33-48937.

C-384    Amendment,  dated as of May 22, 1990, to Supplemental  Indenture (dated
         April  1,  1990)  -  incorporated  by  reference  to  Exhibit  4-A(31),
         Registration No. 33-48937.

C-385    Supplemental Indenture, dated as of September 1, 1992 - incorporated by
         reference to Exhibit 4-A(32)(a), Registration No. 33-48937.

C-386    Supplemental Indenture,  dated as of December 1, 1993 - incorporated by
         reference to Exhibit C-58 to GPU,  Inc.'s Annual Report on Form U5S for
         the year 1993, File No. 30-126.

C-387    Supplemental  Indenture,  dated as of July 15, 1995 -  incorporated  by
         reference to Exhibit 4-B-35 to Met-Ed's  Annual Report on Form 10-K for
         the year 1995, File No. 1-446.

C-388    Supplemental  Indenture,  dated  August  15,  1996  -  incorporated  by
         reference to Exhibit 4-B-35 to Met-Ed's  Annual Report on Form 10-K for
         1996, File No. 1-446.

                                      175




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Met-Ed
         ------

C-389   Supplemental Indenture, dated May 1, 1997 - incorporated by reference to
        Exhibit 4-B-36 to Met-Ed's Annual Report on Form 10-K for 1997, File No.
        1-446.

C-390    Indenture  between  Met-Ed and United  States Trust Company of New York
         dated May 1, 1999 -  incorporated  by  reference  to  Exhibit  A-11(a),
         Certificate Pursuant to Rule 24, File No. 70-9329.

C-391    Supplemental  Indenture  between Met-Ed and United States Trust Company
         of New York dated July 1, 1999 -  incorporated  by reference to Exhibit
         4-B-38 of Met-Ed's  Annual Report on Form 10-K for the year 1999,  File
         No. 1-446.

C-392    Senior Note Indenture between Met-Ed and United States Trust Company of
         New York, dated July 1, 1999.

C-393    Supplemental  Indenture,  dated May 1, 2000 - incorporated by reference
         to Exhibit 4-B-41 to Met-Ed's Annual Report on Form 10-K for 2002, File
         No. 1-446.

C-394    First  Supplemental  Indenture  between  Met-Ed and United States Trust
         Company of New York,  dated August 1, 2000 - incorporated  by reference
         to Exhibit 4-A, June 30, 2000  Quarterly  Report on Form 10-Q, SEC File
         No. 1-446.

C-395    Incentive  Compensation  Plan for  Elected  Officers  of  Met-Ed  dated
         February 6, 1997 -  incorporated  by reference to Exhibit C-134 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File NO. 30-126.

C-396    Employee  Incentive  Compensation Plan of Met-Ed,  dated as of April 1,
         1995 - incorporated  by reference to Exhibit 10-E to GPU, Inc.'s Annual
         Report on Form 10-K for the year 1995, File No. 1-6047.

C-397    Met-Ed  Supplemental  and  Excess  Benefits  Plan  dated June 5, 1997 -
         incorporated  by reference to Exhibit 10-L to Met-Ed's Annual Report on
         Form 10-K for the year 1997, File No. 1-446.

                                      176




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penelec
         -------

C-398    Mortgage and Deed of Trust of Penelec,  dated January 1, 1942,  between
         Penelec and United States Trust Company of New York, Successor Trustee,
         and indentures  supplemental thereto dated March 7, 1942 through May 1,
         1960  -   Incorporated   by  reference  to  Penelec's   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.  30-236  and
         1-3292.

C-399    Supplemental  Indenture,  dated  as of May 1,  1961 -  incorporated  by
         reference to Exhibit 2-D(1), Registration No. 2-61502.

C-400    Supplemental  Indenture,  dated as of October 1, 1964 - incorporated by
         reference to Exhibit 2-D(2), Registration No. 2-61502.

C-401    Supplemental Indenture,  dated as of November 1, 1966 - incorporated by
         reference to Exhibit 2-D(3), Registration No. 2-61502.

C-402    Supplemental  Indenture,  dated as of June 1,  1967 -  incorporated  by
         reference to Exhibit 2-D(4), Registration No. 2-61502.

C-403    Supplemental  Indenture,  dated as of August 1, 1968 - incorporated  by
         reference to Exhibit 2-D(5), Registration No. 2-61502.

C-404    Supplemental  Indenture,  dated  as of May 1,  1969 -  incorporated  by
         reference to Exhibit 2-D(6), Registration No. 2-61502.

C-405    Supplemental  Indenture,  dated as of April 1, 1970 -  incorporated  by
         reference to Exhibit 2-D(7), Registration No. 2-61502.

C-406    Supplemental Indenture,  dated as of December 1, 1971 - incorporated by
         reference to Exhibit 2-D(8), Registration No. 2-61502.

C-407    Supplemental  Indenture,  dated as of July 1,  1973 -  incorporated  by
         reference to Exhibit 2-D(9), Registration No. 2-61502.

C-408    Supplemental  Indenture,  dated as of June 1,  1974 -  incorporated  by
         reference to Exhibit 2-D(10), Registration No. 2-61502.

C-409    Supplemental Indenture,  dated as of December 1, 1974 - incorporated by
         reference to Exhibit 2-D(11), Registration No. 2-61502.

C-410    Supplemental  Indenture,  dated as of August 1, 1975 - incorporated  by
         reference to Exhibit 2-D(12), Registration No. 2-61502.

                                      177




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penelec
         -------

C-411    Supplemental Indenture,  dated as of December 1, 1975 - incorporated by
         reference to Exhibit 2-D(13), Registration No. 2-61502.

C-412    Supplemental  Indenture,  dated as of April 1, 1976 -  incorporated  by
         reference to Exhibit 2-D(14), Registration No. 2-61502.

C-413    Supplemental  Indenture,  dated as of June 1,  1976 -  incorporated  by
         reference to Exhibit 2-D(15), Registration No. 2-61502.

C-414    Supplemental  Indenture,  dated as of July 1,  1976 -  incorporated  by
         reference to Exhibit 2-D(16), Registration No. 2-61502.

C-415    Supplemental Indenture,  dated as of November 1, 1976 - incorporated by
         reference to Exhibit 2-D(17), Registration No. 2-61502.

C-416    Supplemental Indenture, dated as of November 30, 1977 - incorporated by
         reference to Exhibit 2-D(18), Registration No. 2-61502.

C-417    Supplemental Indenture,  dated as of December 1, 1977 - incorporated by
         reference to Exhibit 2-D(19), Registration No. 2-61502.

C-418    Supplemental  Indenture,  dated as of June 1,  1978 -  incorporated  by
         reference to Exhibit 4-A(2), Registration No. 33-49669.

C-419    Supplemental  Indenture,  dated as of June l,  1979 -  incorporated  by
         reference to Exhibit 4-A(3), Registration No. 33-49669.

C-420    Supplemental Indenture, dated as of September 1, 1984 - incorporated by
         reference to Exhibit 4-A(4), Registration No. 33-49669.

C-421    Supplemental Indenture,  dated as of December 1, 1985 - incorporated by
         reference to Exhibit 4-A(5), Registration No. 33-49669.

C-422    Supplemental Indenture, dated as of December 1, 1986, - incorporated by
         reference to Exhibit 4-A(6), Registration No. 33-49669.

C-423    Supplemental  Indenture,  dated  as of May 1,  1989 -  incorporated  by
         reference to Exhibit 4-A(7), Registration No. 33-49669.

                                      178




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         Penelec
         -------

C-424    Supplemental Indenture,  dated as of December 1, 1990 - incorporated by
         reference to Exhibit 4-A(8), Registration No. 33-45312.

C-425    Supplemental  Indenture,  dated as of March 1, 1992 -  incorporated  by
         reference to Exhibit 4-A(9), Registration No. 33-45312.

C-426    Supplemental  Indenture,  dated as of June 1,  1993 -  incorporated  by
         reference to Exhibit C-73 to GPU,  Inc.'s Annual Report on Form U5S for
         the year 1993, File No. 30-126.

C-427    Supplemental Indenture,  dated as of November 1, 1995 - incorporated by
         reference to Exhibit  4-C-11 to GPU,  Inc.'s Annual Report on Form 10-K
         for the year 1995, File No. 1-6047.

C-428    Supplemental  Indenture,  dated  August  15,  1996  -  incorporated  by
         reference to Exhibit  4-C-12 to GPU,  Inc.'s Annual Report on Form 10-K
         for 1996, File No. 1-6047.

C-429    Senior Note Indenture  between  Penelec and United States Trust Company
         of New York dated April 1, 1999 - incorporated  by reference to Exhibit
         4-C-13 of Penelec's  Annual Report on Form 10-K for the year 1999, File
         No. 1-3522.

C-430    Indenture  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, File No. 70-9327.

C-431    First  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.

C-432    Incentive  Compensation  Plan for  Elected  Officers  of Penelec  dated
         February 6, 1997 -  incorporated  by reference to Exhibit C-191 to GPU,
         Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.

C-433    Employee Incentive  Compensation Plan of Penelec,  dated as of April 1,
         1995 - incorporated  by reference to Exhibit 10-F to GPU, Inc.'s Annual
         Report on Form 10-K for the year 1995, File No. 1-6047.

C-434    Penelec  Supplemental  and  Excess  Benefits  Plan dated June 5, 1997 -
         incorporated by reference to Exhibit 10-M to Penelec's Annual Report on
         Form 10-K for the year 1996, File No. 1-3522.

                                      179




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPUS
         ----

C-435    Amendment  to the  Severance  Protection  Agreement  for Fred D. Hafer,
         dated August 8, 2000.

C-436    Amendment to the Special  Severance  Protection  Agreement  for Fred D.
         Hafer, dated November 7, 2001.

C-437    Special Severance Protection Agreement for Fred D. Hafer, dated October
         13, 2001.

C-438    Amendment to the Severance  Protection  Agreement for Carole B. Snyder,
         dated August 8, 2000.

C-439    Amendment to the Special Severance  Protection  Agreement for Carole B.
         Snyder, dated November 7, 2001.

C-440    Special  Severance  Protection  Agreement  for Carole B. Snyder,  dated
         October 13, 2001.

C-441    Severance  Protection  Agreement for Ira H. Jolles,  dated  November 5,
         1998 - incorporated  by reference to Exhibit C-25 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

C-442    Amendment  to the  Severance  Protection  Agreement  for Ira H. Jolles,
         dated August 8, 2000.

C-443    Amendment  to the Special  Severance  Protection  Agreement  for Ira H.
         Jolles, dated November 7, 2001.

C-444    Severance  Protection  Agreement for Bruce L. Levy,  dated December 16,
         1998 - incorporated  by reference to Exhibit C-28 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

C-445    Amendment  to the  Severance  Protection  Agreement  for Bruce L. Levy,
         dated August 8, 2000.

C-446    Amendment to the Special  Severance  Protection  Agreement for Bruce L.
         Levy, dated November 7, 2001.

C-447    Severance Protection Agreement for Michael J. Chesser,  dated April 17,
         2000 - incorporated  by reference to Exhibit C-23 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

                                      180




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

         GPUS
         ----

C-448    Supplemental Pension Agreement for Michael J. Chesser,  dated April 17,
         2000 - incorporated  by reference to Exhibit C-24 to GPU, Inc.'s Annual
         Report on Form U5S for the year 1999, File No. 30-126.

C-449    Amendment to the Severance Protection Agreement for Micheal J. Chesser,
         dated August 8, 2000.

C-450    Special Severance  Protection  Agreement for Robert F. Saunders,  dated
         October 13, 2001.

C-451    Special  Severance  Protection  Agreement for Leila L.  Vespoli,  dated
         October 13, 2001.

                                      181




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Exhibits
--------

D.       Tax Allocation Agreement
         ------------------------

D-1      Tax  Allocation   Agreement  as  amended   through  March  31,  1996  -
         incorporated  by reference to Exhibit D-1 to GPU,  Inc.'s Annual Report
         on Form U5S for the year 1995, File No. 30-126.

Tax      Allocation  Agreement - Amendments  thereto for 2000  -incorporated  by
         reference to Exhibit D-1 to GPU,  Inc.'s  Annual Report on Form U5S for
         the year 2000, File No. 001-06047.


E.       Other Documents
         ---------------

E-1      Venture   Disclosures  -  Fiber  Optic  System  Lease  Agreements  with
         Non-associated Companies.

E-2      Venture Disclosures - Services to Non-Affiliated Utilities.

E-3      FirstEnergy Service Company and GPU Service,  Inc. Annual Report to the
         SEC on Form U-13-60 for 2002.

E-4      GPU  Nuclear,  Inc.  - Policy for the  Purchase  of  Computers  for the
         Nuclear  Science Degree Program - incorporated  by reference to Exhibit
         E-1 to GPU,  Inc.'s Annual  Report on Form U5S for the year 1989,  File
         No. 30-126.

                                      182




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Schedules Supporting Items of This Report
-----------------------------------------

F-1      Item 6. Part III - Compensation  and other related  information for the
         Officers and Directors of FirstEnergy,  OE, CEI, TE, JCP&L,  Met-Ed and
         Penelec.

F-2      Consolidating Financial Statements of Ohio Edison Company for 2002.

         Consolidating  Financial Statements of Cleveland Electric  Illuminating
         Company for 2002.

         Consolidating Financial Statements of Toledo Edison Company for 2002.

         Consolidating  Financial  Statements  of Jersey  Central  Power & Light
         Company for 2002.

         Consolidating  Financial  Statements of Metropolitan Edison Company for
         2002.

         Consolidating Financial Statements of Pennsylvania Electric Company for
         2002.

         Consolidating  Financial Statements of FirstEnergy  Facilities Services
         Group,  LLC for  2002 - filed  pursuant  to  request  for  confidential
         treatment.

         Consolidating  Financial Statements of FirstEnergy  Solutions Corp. for
         2002 - filed pursuant to request for confidential treatment.

         Consolidating  Financial  Statements of FirstEnergy  Ventures Corp. for
         2002 - filed pursuant to request for confidential treatment.

         Consolidating  Financial  Statements of MARBEL Energy  Corporation  for
         2002 -  incorporated  by  reference  to  FirstEnergy's  U3A2  filed  on
         February 28, 2003.

         Consolidating  Financial Statements for MYR Group Inc. for 2002 - filed
         pursuant to request for confidential treatment.

         H-1 Organizational  chart showing the relationship of FirstEnergy Corp.
         and FirstEnergy  Generation Corp., an exempt wholesale generator (EWG),
         in which it holds an interest.

         H-2 Organizational chart showing the relationship of GPU Power, Inc. to
         each exempt wholesale generator (EWG) in which it holds an interest.

         H-3 Organizational chart showing the relationship of GPU Capital,  Inc.
         to each foreign utility company (FUCO) in which it holds an interest.

                                      183




ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):

Schedules Supporting Items of This Report
-----------------------------------------

I-1      Financial  Statements of FirstEnergy  Generation Corp. for 2002 - filed
         pursuant to request for confidential treatment.

         Consolidating  Financial Statements of GPU Power, Inc. for 2002 - filed
         pursuant to request for confidential treatment.

         Financial  Statements of Los Amigos  Leasing  Company,  Ltd. for 2002 -
         filed pursuant to request for confidential treatment.

         Consolidating  Financial  Statements  of GPU  Capital,  Inc. for 2002 -
         filed pursuant to request for confidential treatment.

                                      184




                                    SIGNATURE



        The undersigned  system company has duly caused this annual report to be
signed on its behalf by the undersigned  thereunto duly  authorized  pursuant to
the requirements of the Public Utility Holding Company Act of 1935.



                                     FIRSTENERGY CORP.


May 12, 2003
                                     By /s/ Harvey L. Wagner
                                        ------------------------------
                                        Harvey L. Wagner
                                        Vice President, Controller
                                        and Chief Accounting Officer
                                        (Principal Accounting Officer)

                                      185