Irene Prezelj – Manager, IR Rich Marsh – SVP and CFO Tony Alexander – President and CEO Harvey Wagner – VP, Controller and Chief Accounting Officer Jim Pearson – VP and Treasurer

Greg Gordon – Citigroup Jonathan Arnold – Merrill Lynch Dan Eggers – Credit Suisse Gregg Orrill – Barclays Capital Hugh Wynne – Stanford Bernstein John Kiani – Deutsche Bank Ashar Khan – SAC Capital Advisors Paul Patterson – Glenrock Associates Neil Stein – Levin Capital Paul Fremont – Jefferies & Company Paul Ridzon – KeyBanc Jeff Coviello – Duquesne Capital

Good afternoon. My name is Christel and I will be your conference operator today. At this time, I would like to welcome everyone to the FirstEnergy Corp. third quarter 2008 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator instructions) I would now like to turn the call over to Ms. Irene Prezelj, Manager of Investor Relations. Please go ahead.

Thank you and good afternoon. During this conference call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects, and other aspects of the business of FirstEnergy Corp. are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Please read the Safe Harbor statement contained in the consolidated report to the financial community, which was released earlier today and is also available on our website under the Earnings Release link. Reconciliation to GAAP for the non-GAAP earnings measures we will be referring to today are also contained in that report as well as on the Investor Information section of our website at www.firstenergycorp.com/ir. Participating in today’s call are Tony Alexander, President and Chief Executive Officer; Rich Marsh, Senior Vice President and Chief Financial Officer; Harvey Wagner, Vice President and Controller; Jim Pearson, Vice President and Treasurer; and Ron Seeholzer, Vice President of Investor Relations. I will now turn the call over to Rich.

: Our financial results in the third quarter were strong. Earnings on a GAAP basis were $1.55 per share, an increase from 2007 third quarter earnings of $1.36 per share. Excluding special items, normalized non-GAAP earnings were $1.60 per share compared to $1.32 per share in the third quarter of 2007. This exceeded our guidance for the quarter of $1.40 to $1.46 per share. This year’s normalized non-GAAP earnings exclude a $0.05 per share reduction for the impairment of securities held in trust for future nuclear decommissioning activities. Several items drove this quarter’s positive results. Higher generation revenues increased earnings by $0.16 per share, primarily due to increased wholesale sales volume and prices. This result was supported by a record generation output of 22.2 million megawatt hours during the quarter. Wholesale sales volume increased by 15%, due to a 6% increase in generation output and a 4% decline in retail generation sales. The retail sales reduction of 1.1 million megawatt hours reflects the impact of mild weather, the reduction in industrial usage during the period, and fewer competitive retail contract renewals in PJM by our FirstEnergy Solutions subsidiary. Lower income taxes improved earnings by $0.12 per share and this was driven by two items. The first was the favorable settlement of tax positions taken on our Federal income tax returns for 2004 to 2006, which increased earnings by $0.08 per share. The second was lower taxes payable on our 2007 Federal income tax return filed this September compare to the amount initially estimated. This increased earnings by $0.04 per share. Net MISO and PGM transmission cost increased earnings by $0.04 per share due primarily to increased revenues from the additional re-allocation of auction revenue rights associated with transmission investments in PJM. Investment income during the period increased earnings by $0.04 per share. We realized higher nuclear decommissioning trust income of $0.08 per share as a result of the asset rebalancing within the nuclear decommissioning investment portfolio. And this gain was partially offset by a $0.04 per share reduction, due to declines in the market value of our corporate-owned variable life insurance. Lower financing costs improved earnings by $0.03 per share. This reflected the positive impacts of lower interest rates during the quarter as well as more interest being capitalized this year related to our construction program. Finally, lower expenses in our energy delivery business increased earnings by $0.01 per share. Relative to the same quarter of last year, the reduced use of contract present additional resources devoted to capital projects more than offset increased storm related expenses. The cost of system repairs from the hurricane Ike wind storm that impacted our service area in September was approximately $30 million, of which $19 million was capitalized. The impact of all storms that occurred during the quarter was additional expense of $0.02 per share compared to the prior year. However, the lower energy delivery expenses discussed earlier essentially offset this impact. Tony will provide additional details on this significant storm event in just a minute. Mild weather contributed to a $0.01 per share decrease in distribution delivery revenues. Cooling degree days were 8% lower than in the same period last year and 5% below normal. Kilowatt-hour deliveries in our distribution system dropped by 2% compared to the same period last year. A decline in industrial sales accounted for nearly half of this change and primarily reflects the current difficult dynamics in certain segments of our manufacturing base, particularly autos and auto-related industries. However, the conversion of these generally lower margin industrial sales into increased generation available for wholesale sales at the higher wholesale prices I mentioned earlier, help drive our increased generation revenues for the quarter. While we saw a slowdown in sales growth during the period, particularly in the industrial sector, we don’t expect this trend will have a significant impact on our 2008 financial results. We are closely monitoring our sales activity and other economic indicators to determine what impact the slowdown may have in 2009, and the steps that we may need to take in response to any such slowdown. In addition to the mild weather, three items partially offset the quarter’s positive results. An increase in fuel and purchase power expenses reduced earnings by $0.12 per share. Increased purchase power cost accounted for a $0.11 per share of this reduction, driven primarily by higher wholesale prices. Higher fuel cost reduced earnings by $0.01 per share, due primarily to our increased generation output and were partially offset by our annual core inventory review that reduced this year’s fuel cost by $25 million. As I mentioned on our second quarter conference call, total fuel costs for 2008 are expected to be about $200 million greater than in 2007; and most of this increase is driven by the terms of a new three year western coal transportation contract that took place in 2008 and the impact of rising coal transportation surcharges. Roughly, 55% of this increase is expected to be collected through the Ohio Fuel Rider this year. We continue to expect a similar overall increase in fuel costs in 2009, due primarily to the terms of several eastern coal contracts, as well as increases in other fossil non-coal cost and nuclear fuel expense. The other items partially offsetting the quarter’s positive results included a $0.01 per share increase in our depreciation expense due to incremental property additions and higher Ohio transition cost of amortization expense that reduced earnings by $0.01 per share. We believe that our strong financial results in the third quarter position us well for the remainder of 2008, and we are raising our full-year earnings guidance to $4.30 to $4.40 per share on a non-GAAP basis from the current range of $4.25 to $4.35 per share that was provided in August. Before providing an update on our liquidity position, I would like to spend a minute on our pension plan and our nuclear decommissioning trust, given what is occurring in the markets. We expect that FirstEnergy and other companies that offer a defined benefit pension plan, we will experience an increase in expense in 2009, resulting from the decline in the value of their planning assets. Our pension trust had an asset value of $5.3 billion at the beginning of the year and an estimated value of $3.7 billion on October 31, representing a negative investment return of 25%. Based on this current market value and an estimated discount rate of 8%, our FAS 87 pension expense could be above $0.36 per share greater in 2009 than in 2008. This accounting change would have no impact on cash. The actual accrual for 2009 will be determined at the end of this year in changes in either asset values or the discount rate during the final quarter could materially alter this impact. However, I wanted to provide an order of magnitude estimate of the potential outcome. The pension plan has benefited from cash contributions of $1.3 billion made by the company from 2004 to 2007, and in spite of the market downturn, it currently maintains a funded ratio of 99% on an ABO basis; and based on the over funded status of plan assets at the beginning of the 2008 plan year, we’re required to make a cash contribution in 2009. In regard to our nuclear decommissioning trust, we made the decision earlier in the year to reduce the equity exposure in these portfolios. In addition to rebalancing the asset mix, we also changed the investment manager line up and shifted some assets from active to passively-managed accounts. This process resulted in net income of $0.08 per share this quarter, as gains were realized on some of the assets sold. We don’t expect additional cash contributions to the nuclear decommissioning trust in 2009 other than the required annual PMI Two Trust contribution that’s collected through customer rates. Finally, I’d like to provide a brief update on our liquidity position before I turn the call over to Tony. We issued a letter to the investment community on October 9 that reviewed our liquidity position in some detail. Today I’d like to reiterate that our liquidity position continues to be strong. We expect to continue to execute our financing plans for 2008 and beyond. In the consolidated report we issued today, we’ve updated our liquidity status on page 10. As of our October 31, 2008 we had access to more than $4 billion of liquidity, of which more than $1.9 billion is currently available, including $456 million in cash. Given the turbulent times that we live in, we’ve already taken several steps to further enhance our financial flexibility. First, in early October, we entered into a $300 million 364-day secured term loan facility with Credit Suisse. We took this proactive step to further solidify our liquidity position during this time of extraordinary market uncertainty. Second, we increased our flexibility by extending the repayment terms for letters of credit associated with our tax-exempt pollution control revenue bond portfolio. We negotiated with our LOC providers to extend the reimbursement period from more than $900 million of letters of credit to previously whatever required reimbursement and any draws within 30 days or less. These LOCs were successfully modified to extend their reimbursement period to either six months or to June of 2009. In addition, as of today we’ve seen the successful remarketing of all but $51 million of the PCRBs backed by Wachovia letters of credit that we reported as not being successfully remarketed in our October 9 investor letter; and this indicates to us that this market has improved over the past few weeks. And third, you may recall that our original financing plans for 2008 called for additional debt financings during the year. To maximize our flexibility regarding the entities to issue this debt, we had previously applied for regulatory authority to issue up to $300 million at each of our Ohio operating companies as well as Met-Ed and JCPNL. We also asked for authority to issue up to $100 million at Penn Power. On October 20, we successfully completed the issuance at Ohio Edison of a $275 million thirty-year first mortgage bond and $25 million ten-year first mortgage bond and the effective yield was 8.5% for both transactions. Our financing plans reflect additional issuance as our needs and market conditions dictate. We remain focused on ensuring that FirstEnergy will continue to deliver the value that investors expect even in these difficult markets. We are re-evaluating our capital budgets, and plan to adjust our discretionary expenditures, while continuing to meet our commitments for required capital projects and necessary operational expenditures. Although this process isn’t yet completed, I expect that our capital expenditures will be reduced from the levels previously anticipated. We also anticipate the capture of meaningful O&M efficiencies that will help mitigate cost increases in other areas including our pension expense. Combined, we expect these additions to further increase our financial flexibility and cash generation in these uncertain markets. Now, I would like to turn the call over to Tony for his comments.

Thanks, Rich, and good afternoon everyone. I’ll start with an overview of the damage to our transmission and distribution systems that resulted as hurricane Ike swept through Ohio and Western Pennsylvania on September 14. This was the largest storm related outage in our company’s history, with severe winds up to 80 miles per hour affecting more than one million customers in four of our service territories. The restoration effort included energy delivery team members from all seven of our operating companies. And I was very proud of our efforts to restore service in a timely and effective manner. The performance of our generation fleet during the quarter was also noteworthy. We produced 22.2 million megawatt hours, breaking the previous record of 21.5 million megawatt hours in the third quarter of 2006. Our nuclear group achieved an all-time high quarterly output of more than 8.6 million megawatt hours, with a near-perfect capacity factor of 99%. This solid performance reflects the continued efforts and benefits that we are realizing from the full potential of our generating assets to incremental low risk investments. We call this approach mining our assets, and it is delivering results to the bottom line. Let’s talk about regulatory and political activities during the quarter. In Pennsylvania, there was a lot of activity in late September and early October related to energy legislation. The outcome of this was House Bill 2200, which becomes effective next week. This legislation focuses on energy efficiency, demand side response, smart meter programs, and generation procurement. The Bill costs for required reductions in energy conception for all customer classes of 1% by 2011, growing to 3% by 2013, and also encloses a requirement for peak demand reduction of 4.5% by 2013. Utilities in the state are required to file a plan within nine months regarding the installation of smart meters, which is expected to take place over the next 15 years. Companies are also required to file plans with the PPUC to procure power. This process must include a prudent mix of long and short-term contracts as well as spot purchases. We expect to recover the costs of generation procurement, energy efficiency programs and smart meter installation as provided for in the legislation to adjustable riders. This Bill fits into Governor Rendell’s Energy and Independent Strategy announced last year and from our perspective, it’s a step forward in Pennsylvania’s transition to market generation rates and provides customers additional tools to manage their energy usage and costs. We expect that Met-Ed and Penelec will file a proposal with the PPUC in the next few months regarding their power procurement processes. In Ohio, our Electric Security Plan or ESP continues to work its way through the regulatory process at PUCO. Intervener and staff testimony was filed and the evidentiary hearing process that began in mid October was concluded last week. The parties are required to submit initial briefs by November 21, with all reply briefs due by December 12, 2008. As you probably know, the PUCO failed to act on our market rate offer or MRO on October 29, 2008 as required by statute. We are currently unable to predict the outcome of this proceeding, but we do expect the PUCO to fulfill its statutory obligations respecting the MRO. In our original ESP filing, we included an option that we termed the severable short-term ESP. This provided the Commission additional time to consider the ESP and the market rate offer plans. We should know next week if the PUCO will choose this alternative. If not, we expect a PUCO order in the ESP case within the 150 days statutory requirement, which would be prior to the end of this year. Whichever option the PUCO chooses, it appears that a final resolution of our filing is unlikely prior to the annual analyst meeting that we had scheduled for December 3, in New York. We said that the final outcome in Ohio was necessary to provide earnings guidance for 2009 and that we’d postpone the meeting if that wasn’t forthcoming. Accordingly, our Investor Relations Group will provide additional details about the rescheduling of the meeting as the regulatory picture in Ohio is clarified. While we continue to believe that the ESP offers benefits to our customers, including price stability over the three-year term of the plan, if the Commission opts not to approve that filing, we’re fully prepared to proceed under the market rate offer to ensure that our three Ohio companies have an adequate supply of generation to meet their obligations on January 1 of 2009. Let me close by saying that our organization recognizes the challenge that these uncertain times could produce for FirstEnergy and our economy as a whole. We’re prepared to take those steps necessary to ensure the continued success of our company. We expect to do this in a way that will enable us to build on the positive momentum we’ve developed and continue to focus on the fundamentals, including a rigorous approach to financial discipline and capital management in the aggressive pursuit of excellence in every area of our operations. Our business model is to seek incremental capital additions rather than make large bets on major construction projects. We anticipate that this will continue to give us flexibility over our capital spends and is a good fit with this new economic environment. I’m confident that our actions will provide the value that you expect and that ultimately again be reflected in our market capitalization. Thanks for your time. And now, I ask the operator to open the call for questions.

(Operator instructions) Your first question comes from the line of Greg Gordon with Citigroup. Greg Gordon – Citigroup: Thanks, good afternoon. So, just to be clear, the pension cost number you gave, that’s a delta off of 2008?

That is correct, Greg. Greg Gordon – Citigroup: Because you had a modest positive contribution to earnings through FAS 87 this year, is that not correct?

That’s correct, Greg. So, we would be going from modest pension income in 2008 to pension expense next year with that delta, assuming everything stayed the same, up about $0.36 per share. So, you’ve got that right. Greg Gordon – Citigroup: What percentage of the total FAS 87 is expense is that versus how much is being capitalized?

It varies from the individual companies. In general, I guess we use something around of three quarter, one quarter kind of split, but it varies free to the individual entities. Greg Gordon – Citigroup: Okay, so all around 25% goes through any income statements and the majority is capitalized?

No, just the opposite. Greg Gordon – Citigroup: The opposite. Sorry, thank you.

Sure. Greg Gordon – Citigroup: My last question is on -- you may not want to answer this until after you get the final decision in the ESP case, but as you look at the managing cash flow into 2009 and 2010, the deferrals that you’re willing to bear under the ESP filed, while the earrings profile would decrease dramatically, you’ve been willing to absorb fairly large deferrals. How quickly, since everyone’s focus of high cash flow and liquidity in this market, do you think you’ll be able to start recovering those deferrals, is there a clear path to securitization? Because there has been debate as to whether there is or there isn’t based on the current framing of legislation, or is there a clear path to an aggressive amortization schedule that would bring that cash in the door relatively quickly?

Greg, under the plan we filed, as you know, we’re seeking Commission authority to securitize. And as you know, in Ohio, that is more like securitization light as compared to the more sophisticated language that we have in other states. With respect to recovery under the plan, I believe that starts automatically. The first part of it, the deferrals in 2009 and 2010, they start to recover in 2011 and will run for approximately 10 years. And then in 2012, any deferral that would result from the Commission’s exercising its option to continue the ESP for 2011; that additional recovery would start in 2012. That is part of the plan. Greg Gordon – Citigroup: Okay. So, to get that cash in on a faster track, you would need to execute the securitization round?

Yes, and as Tony said, it is not the full-blown off balance sheet securitization that you have seen in some other states, but there could be some options to get the cash in the door quicker. Greg Gordon – Citigroup: Thank you.

Thanks Greg.

Your next question comes from the line of Jonathan Arnold with Merrill Lynch. Jonathan Arnold – Merrill Lynch: Good afternoon. Rich, thank you for the color on the pension. I was just wondering if you could give some sense of some of the other O&M drivers and you mentioned potential offsets that you are working on. Is there anything you can do to just kind of talk about some of the barriers and potential magnitude of movements in that line?

Well, two things on that, Jonathan; one, we’ve not talked about our 2009 guidance yet; and number two, we’re still going through that process of identifying internally exactly what we can do to reduce both our O&M and capital intensity in 2009. So, our plan would be to present the details on that as a package when we talk about our 2009 guidance. Whatever we end up doing in terms of our capital and O&M budgets we are going to do thoughtfully, we are not going to do anything that takes us off our current strategic track. So, we are prioritizing items into things that need to get done and those things that have some discretion around timing or magnitude. Also looking at obviously how we can do the same things but in the more efficient way. Jonathan Arnold – Merrill Lynch: Okay. If I may ask another, I was just wondering if there’s anything that came out of the settlement that Duke has reached in Ohio, that has where see some implications for your own ESP proposal, any color or thoughts on that having seen that settlement?

Jonathan, quite frankly, I have seen what I have read in terms of what you guys and others have summarized. I congratulate Duke for getting a proposal in front of the Commission with some parties agreeing to it, but I think our case is a little different. Jonathan Arnold – Merrill Lynch: Okay, thank you.

Thanks, Jonathan.

Your next question comes from the line of Dan Eggers with Credit Suisse. Dan Eggers – Credit Suisse: Hey, good afternoon.

Hey, Dan Dan Eggers – Credit Suisse: On the customer consumption patterns you are seeing out there in the third quarter, were you seeing down usage out of the commercial and residential customers or was this all an industrial hit once you weather adjustments?

We don’t weather adjust; I know some companies do that. Obviously, that makes that comparison more difficult. I think it’s fair to say the economic conditions are probably starting to impact our load as a whole. The most noticeable was in the auto sector during the third quarter as you would expect, but the impacts are not even across our service territory. Our steel customers continue for the most part to do well. Our residential base in sort of the Southeastern part of Pennsylvania continues to show growth as people migrate out of the New York and Maryland areas into Southeast Pennsylvania; that is still continuing to grow. General motors, I understand, is looking to invest a considerable sum of money in the Lordstown plant, which is near Youngstown. They are going to produce the crews that global subcompact car there. So, the results are not evenly spread but I would say the biggest impact we have seen so far is in the auto sector, which is not a surprise. Dan Eggers – Credit Suisse: And in the quarter there was a net gain for you guys by being able to redirect the industrial megawatt hours from industrial customers into the wholesale market, is that a fair assessment?

It is a fair assessment. Dan Eggers – Credit Suisse: In today’s power price environment, is it still a fair assessment that is a net gain or has some of that gone away as prices have come down?

It has probably been reduced, but given the prices that we have on those customers, it is still a favorable calculus for the company when that happens. Dan Eggers – Credit Suisse: And then one last one, Rich, the tax rate for 2009 what should be the expectations, since you guys got some nice positives here in 2008?

Sure, I will have Harvey answer that, Dan.

Marginal rate would be about 37.75%, Dan. Dan Eggers – Credit Suisse: Okay, all right, great thank you guys.

Thanks, Dan.

Your next question comes from the line of Gregg Orrill with Barclays Capital. Gregg Orrill – Barclays Capital: Hi, everyone.

Hi, Gregg. Gregg Orrill – Barclays Capital: Just a quick one back on the topic of pension. You touched on the discount rate of 8%; I was wondering if that was something you were looking at changing as well?

Well, the discount rate, it is based off high-grade corporate yields, so that changes over time. The 8% was an estimate we made at the point of time where we did this calculation around the end of October. So that will likely change in some way by the end of the year, it could very well change. So as that and asset values change, it will obviously impact pension cost for 2009. So when you look at the number that I gave just remember that as of that point in time October 31 and it could change. Gregg Orrill – Barclays Capital: Okay, thanks a lot.

Sure, thank you.

Your next question comes from the line of Hugh Wynne with Stanford Bernstein. Hugh Wynne – Stanford Bernstein: Hi, congratulations on the output of the generation fleet. That was truly impressive this quarter.

Thanks. Hugh Wynne – Stanford Bernstein: The question regarding the revision to the earnings guidance, you have included in the third quarter a couple of items that I guess are unlikely to recur, right? The $0.12 in tax adjustments paid back to the 2007 Federal income tax return in previous years, and then this nuclear decommissioning trust income of $0.08 is also I think one off, isn’t that in the sense that it has to do with the reallocation of the portfolio and realized gains as a result?

I think that’s largely a fair statement. Hugh Wynne – Stanford Bernstein: Okay, so we’ve got $0.20 positive in Q3 normalized earnings and then the earnings guidance however is increased by only $0.05 for the year. Does that reflect anything? Are you expecting a simply difficult fourth quarter or does it not have any particular information by?

I don’t think it implies anything specific. I mean we set the annual guidance at what we thought was a reasonable level. Obviously, we did have a couple of items in the third quarter. Given the economic climate we are operating in, it could always be uncertainties out there. But we would expect to finish the year certainly within the new revised guidance range and that should set us strong stage for 2009, but there is nothing other specific in the fourth quarter that will be taking a soft track. Hugh Wynne – Stanford Bernstein: One last thing regarding earnings items in the third quarter, did you think or correctly say that fuel cost reduced by $25 million due to an inventory review?

Yes, we did. Hugh Wynne – Stanford Bernstein: I appreciate it.

Okay, thank you.

Your next question comes from the line of John Kiani with Deutsche Bank. John Kiani – Deutsche Bank: Good afternoon.

Hi, John. John Kiani – Deutsche Bank: Can you remind us again what benefit or contribution you have from the recent coal mine that you bought into and how that affects or improves your coal hedge position, please?

Yes, you are talking about Signal Peak or Bull Mountain I guess. John Kiani – Deutsche Bank: That’s right, Bull Mountain.

Yes, this is the mine we bought in Montana that is currently being built out. We would expect to start taking coal from that facility in late 2009 and into 2010. The benefit there is that that coal is higher BTU content than PRB. So, we get a pick up in the energy content of the coal. The delivered cost from Signal Peak will be roughly equivalent to what Powder River Basin is, but with about a 10% higher energy content, so we get a pick up, if you will, in terms of free generation or free megawatts of 170 to 200 additional megawatts over what we would have achieved with Powder River Basin cost. So that’s the primary benefit that led us into this transaction. There could be other economic benefits as well as in that some portion of the coal that we are entitled to take. We won’t need for our own uses and that can be resold out in the market. So there could be an upside from that as well. John Kiani – Deutsche Bank: So, if I understand you correctly, Rich it sounds like the supply you get from Signal Peak in addition to the benefits of the heat content could actually make you net long coal in the 2010 and 2011 timeframe?

Yes, we are net one for that timeframe. John Kiani – Deutsche Bank: Okay, thank you very much.

Thank you, John.

Your next question comes from the line of Ashar Khan with SAC Capital Advisors. Ashar Khan – SAC Capital Advisors: Good afternoon and congrats.

Hey, Ashar. Ashar Khan – SAC Capital Advisors: Rich, I just wanted to go over the numbers that were provided on cash flow CapEx at the conference last year, and just wanted to see if you are on track on those, you had net cash flow from operating activities for 2008 of like $2.2 billion, CapEx of about $1.7 billion in the nuclear fuel fabrication of 0.1, which said available cash before dividend, so about 395. Is that still an expected cash flow number for this year?

We’ve had some changes on the capital side, Ashar. One being, some of the things we’ve done during the year, one is Signal Peak as we just discussed. Purchased that during the year, there was an equity investment of $125 million for that that was not included in the original $1.7 billion capital number. Also purchased, the Fremont gas generating asset there was $275 million, and we also re-acquired certain of our sale leaseback interests, which was $438 million. So, those were some of the significant additions that will push capital above the $1.7 billion that you had mentioned. Ashar Khan – SAC Capital Advisors: Okay, but if I’m right, those were like onetime acquisition opportunities, which have PVs going forward positive, but as we look at next year, CapEx on AQS was to fall down. So, is one to safe to say that you will be on like a cash flow basis, kind of neutral, after paying for the dividends? Because if I’m right, the environmental CapEx fall down a $150 million and we get the Ohio distribution case that we no longer acquired the deferrals. So, going forward in nine, shouldn’t be like be in a balanced cash flow position after paying dividends?

As you know Ashar, we haven’t given specific guidance, but I think the pieces you’re putting together sound reasonable. Capital should go down next year. The environmental spend goes from over $600 million this year down to about $500 million next year. As I mentioned, we’re looking at ways of producing some incremental savings from both the capital O&M side, which will increase free cash flow as well. So, I think you are looking at that the pieces properly. As I said, we haven’t specifically added it all up for the three yet, but we look forward to doing that when we give our guidance as a whole. Ashar Khan – SAC Capital Advisors: Okay. And then if I can just ask what happens on November 15, we get either they say, we can’t make a decision and hence your income proposal is accepted and that becomes the interim proposal in gear. So, we get a notice from the Commission on November 15, that either they’re going to issue us a decision or they’re going to accept the income proposal; and secondly, if you could just talk with us how the interim proposal is different from the current proposal in terms of it’s kind of earnings impacts as long as in the first year, do we get a decision?

Well, Ashar I mean the commission can choose not to do anything next week on it and it will expire on its own weight. If I understand it correctly, they can accept it as we filed it, they can modify it and we could reject it or accept it. Under any one of those scenarios, depending how it shakes out, let’s assume the Commission adopts as we filed and therefore it would go into effect January 1. I think it runs for three months, I believe three or four months to give the Commission adequate time to deal with either an ESP at that point or to take the MRO option. My sense is that, when it was filed, it was filed fairly neutral to what would happen under an ESP within some sort of ranges, because there are a lot of moving parts when you put these things together. So, at this point, we are just kind of waiting to see what the Commission chooses to do.

I think one of the changes under the short-term ESP, Ashar was that the generation rate would be $7.75, so just a little bit higher than the ESP, which is 75 next year. Ashar Khan – SAC Capital Advisors: But, we don’t get to write-off the Cleveland, am I right, Rich, under the income won?

That is correct. Ashar Khan – SAC Capital Advisors: So, we still have to -- okay, thank you very much.

Thank you, Ashar.

Your next question comes from the line of Paul Patterson with Glenrock Associates. Paul Patterson – Glenrock Associates: Good afternoon, guys.

Hey, Paul.

Good afternoon, Paul. Paul Patterson – Glenrock Associates: Just to clarify just a few things. The tax rate for this year, I am coming up with still far about 36.5%, maybe we are little more than that. Is there – what should we be thinking about in terms of the full-year and the tax rate for 2008; and is there any other benefit that you guys are expecting in 2009?

Paul, this is Harvey Wagner. You are asking for tax benefits in 2008? Paul Patterson – Glenrock Associates: Right and 2009, if there is anything that is planned there as well?

Nothing further in 2008, we do have a large item that is before the IRS now that we expect could be taken to the joint committee of congress, if we are successful with that could be a significant amount for 2009. Paul Patterson – Glenrock Associates: And that is included in the 37.75%?

No, it is not. Paul Patterson – Glenrock Associates: It is not.

And that was the marginal rate. Paul Patterson – Glenrock Associates: How much is that?

It is upwards of about $130 million. Paul Patterson – Glenrock Associates: Okay.

Before the interest component of that, so – it is a large item. Paul Patterson – Glenrock Associates: It sounds pretty big, okay. The second thing is, what was the pension benefit that you guys have for 2008? It looked like it was $0.03 for the quarter, if am I right? What is the total benefit that you guys are getting from pension this year?

If you look – if you are talking about FAS 87 expense, Paul, which I think you are for the full-year, it is income of about $0.07 per share this year in 2008. Paul Patterson – Glenrock Associates: Okay and then we with the nuclear decommissioning trust fund, just year-to-date I mean $0.08, it sounds like there was some realized gains in that. Just what was the impact of the nuclear decommissioning funds for 2008?

In terms of the $0.08, let me just explain first how that was generated. As I mentioned earlier, we had – we decorate the portfolio we moved from less active to more passive. Retained some new managers, terminated others. So as you go through that process of moving assets around some of those assets were sold and gains were realized. So that is what drove that item. There is an impact to one degree or another every quarter, I don’t know, Harvey do you have that in front of you?

Yes, we’ve impaired securities in the trust up to $0.12 a share so far in the first nine months. So that would be an offset to be the gains that you’re talking about. Paul Patterson – Glenrock Associates: Okay, great and then finally, I guess Tony, why do you think that the Commission didn’t act on the MRO? I mean, it just seems a little peculiar and I am just wondering what you think is sort of going on there, what is the -- I mean if you know I don’t know, I mean just in general, how should we think about? It just seems like there was a statutory timeline? I don’t see it on the agenda in the near-term? What is going on?

I guess you probably should ask them. My sense is they have probably got their hands full right now and they are trying to get out as many orders as they can, they have got a lot of different things, lot of balls in the air and hopefully they are going through it and they are spending the time that is necessary to issue an order that will allow us adequate time to prepare and have our utility companies and their customers protected as of January, 1. Paul Patterson – Glenrock Associates: Okay, but they haven’t given you much more detail other than that, I mean other than that, we don’t really have any specific time or any sense?

Again you are – you asked for perception. I have a bidding contact with the Commission about the timing of it. Paul Patterson – Glenrock Associates: Okay. Thank you very much guys.

Thanks, Paul.

Your next question comes from the line of Brenden Nuvay [ph] with Levin Capital. Neil Stein – Levin Capital:

Good, how are you? Neil Stein – Levin Capital:

Those rates have ticked down. Jim can give you a little overview, what – where we are right now.

Yes, those rates have been ticking down. We have been seeing some of our daily reset in 1% to 1.25% range. So, they are coming back pretty much in line with what we have been paying earlier in the year. Neil Stein – Levin Capital: Okay. As you go forward, I guess it’s a great program because it’s so inexpensive, but then it makes you at times I guess more vulnerable to events like what we saw over the past six weeks. Any thoughts, kind of re-jiggering that program, or reducing dependence on it or shrinking it?

We do plan re-jigger it to some degree Neil, in terms of trimming some of that out maybe into one to five year kind of put bond maturity something on that magnitude, depending on market condition. So, that will allow us to take advantage of that market generally, but give us more flexibility and eliminate some of the other issues you had mentioned there. So, yes, we will be taking a good look at how we can make that portfolio better going forward. Neil Stein – Levin Capital:

It’s really governed by market conditions and when you can do it. So, it could be done in several slices, even it might not all be done at one point in time. There is various things will be moving over the last several years we’ve been moving PCRBs over from the outcomes over to the generating companies following the transfer of the assets at the end of 2005. We have one more slice of that to do, so there is various parts and pieces that we can do. There is new money financing for the CMSAQC project, PCRB. So, we can do part of it through that mechanism as well. Neil Stein – Levin Capital:

This is Jim. We generally borrow at the weekly LIBOR and again the weekly LIBOR is start to comeback into more of a normalcy range. I think its preset at 1.34 yesterday, so ones we pay that along with essentially our commitment fee, we’re down in and around at 2% range now. Neil Stein – Levin Capital:

Yes, it does. Neil Stein – Levin Capital:

No, I would not say we are – that facility is good through 2012. Neil Stein – Levin Capital:

And we have the ability to roll that on a weekly basis as we borrow from. We will look to term out some of our borrowings through some of our new financing that Rich talked about, but it’s not our intention to take that down to zero at this point. Neil Stein – Levin Capital: Right, but should we expect it to maintain a balance in excess of $2 billion on that facility or do you think maybe it will come down $1 billion?

I think the trend will be to come down. Neil Stein – Levin Capital:

Because as I mentioned earlier, our capital expenditures, our capital intensity will be less next year and the financing plan that we have in place incorporates issuances that are operating companies and elsewhere. So, the combination of those two things will reducing the amount drawn going down overtime. Neil Stein – Levin Capital:

Thank you, Neil.

Your next question comes from the line of Paul Fremont with Jefferies & Company. Paul Fremont – Jefferies & Company: First question, something I guess I totally don’t understand. You’ve got an adjustment from non-GAAP earnings for trust securities, nonrecurring impairments, but the trust securities nonrecurring gains are included in your operating number or what’s the difference and what’s the logic there?

Paul, this is Harvey Wagner. It’s basically, what is realized versus what is unrealized under the accounting rules or other than temporary impairments we are not able to recognize through P&L of the increase in the value of Nuclear Regulatory Commission and trust securities after they have been impaired, so that’s basically the difference between the two. Paul Fremont – Jefferies & Company: Okay. The other questions I have is, can you give any type of an update on how much of the Pennsylvania megawatt hour position remains open and should we expect lower power prices onto essentially reduce that expense on a going forward basis, where also would have been let say midyear when gas prices were high?

Well, I think they have position from a power supply standpoint is essentially closed and obviously, big chuck of that is coming out of the Beaver Valley plant as we wheel that power with our Pennsylvania customer. So, might have some marginal impact, but I don’t think it’s going to tremendously alter the equation. Paul Fremont – Jefferies & Company: What you are saying is between now and the expiration of the Pennsylvania plan, all of that supply is basically hedged at a fixed price?

I would say the majority of it is, yes. Paul Fremont – Jefferies & Company: Okay, last question has to do with the heat rates. We didn’t really see an improvement in heat rates for the declining gas prices in the third quarter, any thoughts as to why that might not have happened in the Midwest?

Well, I don’t have any, I don’t know if anybody in the group does. Don’t, Paul. Paul Fremont – Jefferies & Company: Thank you very much.

Thank you.

Your next question comes from the line of Paul Ridzon with KeyBanc. Paul Ridzon – KeyBanc: What’s a good average rate to industrial customers, if we just kind of want to think about the margin remaining first from moving industrial sales to the wholesale markets?

I don’t know what the average is, Paul, it varies. Some of these customers had contracts that go back quite a period in time. I t varies, but I would say the majority of them are well under existing market rates, but I don’t exactly what the average is. Paul Ridzon – KeyBanc: Is $30 reasonable?

I would think it would be, yes. Paul Ridzon – KeyBanc: And have you done a sensitivity on what a 50 basis point move at a discount rate; how that would change your pension plans?

Well we have some rules of thumb I mean basically, I think for every 25 basis points change in the discount rate, is equates to above $13 million pretax expense plus or minus. That is the kind of rule of thumb we use. Paul Ridzon – KeyBanc: Thank you very much. My other questions have been answered.

Thank you Paul. Why don’t we do one more question please?

Your next question comes from Jeff Coviello with Duquesne Capital. Jeff Coviello – Duquesne Capital: Hi, guys, I think this question might have been answered, but just as far as that I guess hypothetical, if the MRO plan doesn’t get approved by the Commission and they don’t act on the ESP or the short-term plan then I guess that’s -- what course of action do you take? You have to supply power to your customers so, you just buy it from the market and then charge for it at market price, is that essentially how it would work?

That would be one option. Jeff Coviello – Duquesne Capital: Okay.

I mean the utilities could go out and do any sort of sourcing that they – but it would all be all sourced from the market. Jeff Coviello – Duquesne Capital: Okay, so that’s just and that exists under the current law, right the MRO is just a – the MRO just a method of going about that?

The MRO is a statutory method going about it. The others are just a practical, what happens if the customer needs electricity and Ohio Edison, CEI, and Toledo Edison do not have access to it. They are going to have to go out and work on behalf of customers to try to lock something down and that’s why it’s very important at the commission act in a responsible way here. Jeff Coviello – Duquesne Capital: Got it. Okay, thank you very much guys.

Thank you, Jeff. We appreciate everybody’s time today. We went a little bit longer than we typically do, but we had a lot of good questions. We appreciate that and hopefully that additional information was useful to you. If anybody didn’t get a chance to ask a question or if there are any follow-up questions as always please feel free to give our Investor Relations team a buzz and we appreciate your time and look forward to seeing many of you at EEI next week and hope everybody has a good day.

This concludes today's conference call. You may now disconnect.