**THIS
      EXHIBIT
      IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. THE CONFIDENTIAL INFORMATION
      HAS BEEN SO OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. IN PLACE OF SUCH OMITTED CONFIDENTIAL INFORMATION, " ****** " HAS
      BEEN INSERTED.**




**EXECUTION
      COPY**




August
      9 ,
      2006




**FIRSTENERGY
      CORP.**


**76
      South
      Main Street**


**Akron,
      OH
      44308**




**Telephone:
      800-736-3402**




Ladies
      and
      Gentlemen:




The
      purpose of this letter agreement (this “ **Confirmation** ”)
      is to confirm the
      terms and conditions of the Transaction entered into between J.P. Morgan
      Securities Inc., as agent for JPMorgan Chase Bank, National Association, London
      Branch (the “ **Seller** ”),
      and FirstEnergy
      Corp., an Ohio corporation (the “ **Purchaser** ”),
      on the Trade
      Date specified below (the “ **Transaction** ”).
      This
      Confirmation constitutes a “Confirmation” as referred to in the Agreement
      specified below.




This
      Confirmation
      evidences a complete and binding agreement between the Seller and the Purchaser
      as to the terms of the Transaction to which this Confirmation relates. This
      Confirmation shall supplement, form a part of, and be subject to an agreement
      in
      the form of the 2002 ISDA Master Agreement (the “ **Agreement** ”)
      as if the Seller
      and the Purchaser had executed an agreement in such form (but without any
      Schedule except for the election of the laws of the State of New York as the
      governing law) on the Trade Date. In the event of any inconsistency between
      provisions of that Agreement and this Confirmation, this Confirmation will
      prevail for the purpose of the Transaction to which this Confirmation relates.
      The parties hereby agree that no Transaction other than the Transaction to
      which
      this Confirmation relates shall be governed by the Agreement.






ARTICLE
      1


Definitions




Section
      1.01  *.
      Definitions.* (a) As used in this
      Confirmation, the following terms shall have the following
      meanings:




“ **10b-18
      VWAP** ”
means,
      (A) for any
      Trading Day described in clause (x) of the definition of Trading Day hereunder,
      the volume-weighted average price at which the Common Stock trades as reported
      in the composite transactions for the principal United States securities
      exchange on which such Common Stock is then listed (or, if applicable, the
      Successor Exchange on which the Common Stock has been listed in accordance
      with Section
      7.01(c) ),
      on such Trading
      Day, excluding (i) trades that do not settle regular way, (ii) opening (regular
      way) reported trades in the consolidated system on such Trading Day, (iii)
      trades that occur in the last ten minutes before the scheduled close of trading
      on the Exchange on such Trading Day and ten minutes before the scheduled close
      of the primary trading in the market where the trade is effected, and (iv)
      trades on such Trading Day that do not satisfy the requirements of Rule
      10b-18(b)(3), as determined by the Calculation Agent, or (B) for any Trading
      Day
      that is described in clause (y) of the
      definition of Trading Day hereunder, an amount determined by the Calculation
      Agent as 10b-18 VWAP. The Purchaser acknowledges that the Seller may refer
      to
      the Bloomberg Page “FE.N <Equity> AQR SEC” (or any successor thereto), in
      its judgment, for such Trading Day to determine the 10b-18 VWAP.




“ **Additional
      Termination Event** ”
has
      the meaning
      set forth in Section
      7.01 .




“ **Agreement** ”
has
      the meaning
      set forth in the second paragraph of
      this
      Confirmation.




“ **Affected
      Party** ”
has
      the meaning
      set forth in Section 14 of the Agreement.











**CONFIDENTIAL
      TREATMENT REQUESTED**




“ **Affected
      Transaction** ”
has
      the meaning
      set forth in Section 14 of the Agreement.




“ **Affiliated
      Purchaser** ”
means
      any
“affiliated purchaser” (as such term is defined in Rule 10b-18) of the
      Purchaser.




“ **Alternative
      Termination Delivery Unit** ”
means
      (i) in the
      case of a Termination Event (other than a Merger Event or Nationalization)
      or
      Event of Default (as defined in the Agreement), one share of Common Stock and
      (ii) in the case of a Merger Event or Nationalization, a unit consisting of
      the
      number or amount of each type of property received by a holder of one share
      of
      Common Stock in such Merger Event or Nationalization; *provided* that if such Merger
      Event involves a choice of consideration to be received by holders of the Common
      Stock, an Alternative Termination Delivery Unit shall be deemed to include
      the
      amount of cash received by a holder who had elected to receive the maximum
      possible amount of cash as consideration for his shares.




“ **Bankruptcy
      Code** ”
has
      the meaning
      set forth in Section
      9.07 .




“ **Blackout
        Date** ”
means
        each of
        August 22, 2006, September 26, 2006, October 27, 2006,
        November ******, 2006, December ******, 2006, January ******,
        2007 and February ******, 2007 .


“ **Business
      Day** ”
means
      any day on
      which the Exchange is open for trading.




“ **Calculation
      Agent** ”
means
      JPMorgan
      Chase Bank, National Association.




“ **Common
      Stock** ”
has
      the meaning
      set forth in Section
      2.01 .




“ **Communications
      Procedures** ”
has
      the meaning
      set forth in Annex B hereto.




“ **Confirmation** ”
has
      the meaning
      set forth in the first paragraph of
      this
      letter agreement.




“ **Contract
      Period** ”
means
      the period
      commencing on and including the Trade Date and ending on and including the
      date
      all payments or deliveries of shares of Common Stock pursuant to Section
      3.01 or Section
      7.03 have been made.




“ **Default
      Notice Day** ”
has
      the meaning
      set forth in Section
      7.02(a) .




“ **De-Listing** ”
has
      the meaning
      set forth in Section
      7.01(c) .




“ **Distribution
      Termination Event** ”
has
      the meaning
      set forth in Section
      7.01(f) .




“ **Early
      Termination Date** ”
has
      the meaning
      set forth in Section
      14 of
      the Agreement.




“ **Event
      of
      Default** ”
has
      the meaning
      set forth in Section
      14 of
      the Agreement.




“ **Exchange** ”
means
      the New York
      Stock Exchange.




“ **Exchange
      Act** ”
means
      the
      Securities Exchange Act of 1934, as amended.




“ **Expiration
      Date** ”
means
      the ****** Trading Day
      following the Trade Date subject to postponement pursuant to Section
      4.02(b) .




“ **Extraordinary
      Cash Dividend** ”
means
      the per
      share cash dividend or distribution, or a portion thereof, declared by the
      Purchaser on shares of Common Stock that is classified by the board of directors
      of the Purchaser as an “extraordinary” dividend.









2







**CONFIDENTIAL
      TREATMENT REQUESTED**




“ **Increase
      Amount** ”
means
      the sum of
      the products of (i) the amounts listed below and (ii) the theoretical delta
      number of shares required for the Seller to hedge its exposure to the
      Transaction, as determined by the Calculation Agent, on the date corresponding
      to such amounts.




**Date**
              **Amount**November
                  3,
                  2006
              $
                  ******
                  purchase of common stockFebruary
                  3,
                  2007
              $
                  ******
                  purchase of common stockMay
                  3,
                  2007
              $
                  ******
                  purchase of common stock






“ **Indemnified
      Person** ”
has
      the meaning
      set forth in Section
      9.02 .




“ **Indemnifying
      Party** ”
has
      the meaning
      set forth in Section
      9.02 .




“ **Initial
      Purchase Price** ”
has
      the meaning
      set forth in Section
      2.01 .




“ **Initial
      Settlement Date** ”
has
      the meaning
      set forth in Section
      2.02 .




“ **Maximum
      Delivery Shares** ”
means,
      for any
      date, (i) 21,261,518 shares of Common Stock, *minus* (ii) the net number
      of shares of Common Stock delivered by the Purchaser to the Seller in respect
      of
      this Transaction on or prior to such date, *plus* (iii) the net
      number of shares of Common Stock delivered by the Seller to the Purchaser in
      respect of this Transaction on or prior to such date, subject to appropriate
      adjustments pursuant to Section
      8.02 .




“ **Merger
      Event** ”
has
      the meaning
      set forth in Section
      7.01(d) .




“ **Nationalization** ”
has
      the meaning
      set forth in Section
      7.01(e) .




“ **Number
      of
      Shares** ”
has
      the meaning
      set forth in Section
      2.01 .




“ **Obligations** ”
has
      the meaning
      set forth in Section
      9.02 .




“ **Payment
      Shares** ”
has
      the meaning
      set forth in Section
      3.01(b) .




“ **Private
      Placement Agreement** ”
has
      the meaning
      set forth in Annex A hereto.




“ **Private
      Placement Price** ”
has
      the meaning
      set forth in Annex A hereto.




“ **Private
      Placement Procedures** ”
has
      the meaning
      set forth in Annex A hereto.




“ **Private
      Securities** ”
has
      the meaning
      set forth in Annex A hereto.




“ **Purchaser** ”
has
      the meaning
      set forth in the first paragraph of
      this
      Confirmation.




“ **Regulation
      M** ”
means
      Regulation M
      under the Exchange Act.




“ **Rule
      10b-18** ”
means
      Rule 10b-18
      promulgated under the Exchange Act (or any successor rule thereto).




“ **SEC** ”
means
      the
      Securities and Exchange Commission.




“ **Securities
      Act** ”
means
      the
      Securities Act of 1933, as amended.




“ **Seller** ”
has
      the meaning
      set forth in the first paragraph hereto.






3




**CONFIDENTIAL
      TREATMENT REQUESTED**




“ **Seller
      Payment Share Purchase Period** ”
has
      the meaning
      set forth in Section
      3.01(d) .




“ **Seller
      Termination Share Purchase Period** ”
has
      the meaning
      set forth in Section
      7.03 .




“ **Settlement
      Amount** ”
means
      an amount
      equal to (i) the Valuation Price *minus* (ii) the Initial
      Purchase Price, *plus* (iii) the Increase
      Amount.




“ **Settlement
      Date** ”
means
      the fourth
      Business Day following the Valuation Completion Date; *provided,
      however* ,
      that if the
      Purchaser elects pursuant to Section
      3.01(b) to deliver Payment Shares, the Settlement Date shall be the Trading Day
      immediately following the day on which the Seller informs the Purchaser,
      pursuant to Annex A hereto, of the number of Payment Shares required to be
      delivered pursuant to Section
      3.01(b) .




“ **Share
      De-listing Event** ”
has
      the meaning
      set forth in Section
      7.01(c) .




“ **Successor
      Exchange** ”
has
      the meaning
      set forth in Section
      7.01(c) .




“ **Termination
      Amount** ”
has
      the meaning
      set forth in Section
      7.02(a) .




“ **Termination
      Event** ”
has
      the meaning
      set forth in Section
      14 of
      the Agreement.




“ **Termination
      Price** ”
means
      the value of
      an Alternative Termination Delivery Unit to the Seller (determined as provided
      in Annex A hereto).




“ **Termination
      Settlement Date** ”
has
      the meaning
      set forth in Section
      7.03(a) .




“ **Trade
      Date** ”
has
      the meaning
      set forth in Section
      2.01 .




“ **Trading
      Day** ”
means
      (x) any day
      (i) other than a Saturday, a Sunday, a Blackout Date or a day on which the
      Exchange is not open for business, (ii) during which trading of any securities
      of the Purchaser on any national securities exchange has not been suspended,
      (iii) during which there has not been, in the Seller’s judgment, a material
      limitation in the trading of Common Stock or any options contract or futures
      contract related to the Common Stock, and (iv) during which there has been
      no
      suspension pursuant to Section
      4.02(a) or (b) of this Confirmation, or (y) any day that, notwithstanding the occurrence
      of events contemplated in clause s
      (ii), (iii) and
      (iv) of this definition, the Calculation Agent determines to be a Trading
      Day.




“ **Transaction** ”
has
      the meaning
      set forth in the first paragraph of
      this
      Confirmation.




“ **Valuation
      Completion Date** ”  means
      the Trading
      Day, during the period commencing on and including ****** Trading
      Day
      following the Trade Date and ending on and including the Expiration Date,
      specified as such by the Seller, in its sole judgment, by delivering a notice
      designating such Trading Day as a Valuation Completion Date by the close of
      business on the Business Day immediately following such Business Day; *provided* that
      if the Seller
      fails to validly designate the Valuation Completion Date prior to the Expiration
      Date, the Valuation Completion Date shall be the Expiration Date.




“ **Valuation
      Period** ”
means
      the period
      of consecutive Trading Days commencing on and including the first Trading Day
      following the Trade Date and ending on and including the Valuation Completion
      Date.




“ **Valuation
      Price** ”
means
      the product
      of (i) the Number of Shares and (ii) the arithmetic average of 10b-18 VWAP
      for
      each of the Trading Days in the Valuation Period ****** as determined by
      the Calculation Agent.






4




ARTICLE
      2


Purchase of the
      Stock




Section
      2.01  *.
      Purchase of
      the Stock.* Subject
      to the terms
      and conditions of this Confirmation, the Purchaser agrees to purchase from
      the
      Seller, and the Seller agrees to sell to the Purchaser, on August 9, 2006 or
      on
      such other Business Day as the Purchaser and the Seller shall otherwise agree
      (the “ **Trade
      Date** ”),
      10,630,759
      shares (the “ **Number
      of
      Shares** ”)
      of the
      Purchaser’s common stock, par value $0.10 per share (“ **Common
      Stock** ”),
      for a purchase
      price equal to the product of $56.44 and the Number of Shares (the “ **Initial
      Purchase Price** ”); *provided* that if the Seller,
      after reasonable and good faith efforts, is unable to borrow or otherwise
      acquire a number of shares of Common Stock equal to the Number of Shares for
      delivery to the Purchaser on the Initial Settlement Date, the Number of Shares
      shall be reduced to such number of shares of Common Stock as the Seller after
      reasonable efforts is able to borrow or otherwise acquire. The Initial Purchase
      Price shall be subject to adjustment and such adjusted amounts will be payable
      as provided in Article
      3 hereof.




Section
      2.02  *.
      Delivery and
      Payments.* (a) ** On
      the first
      Business Day immediately following the Trade Date (such day, the “ **Initial
      Settlement Date** ”),
      the Seller shall
      deliver the Number of Shares to the Purchaser, upon payment by the Purchaser
      of
      an amount equal to the Initial Purchase Price to the Seller. Such delivery
      and
      payment shall be effected in accordance with the Seller’s customary
      procedures.




(b)  Notwithstanding Section
      2.02(a) ,
      the Seller may
      deliver the Number of Shares to be delivered on the Initial Settlement Date
      at
      two or more times or on two or more dates, each time on delivery-versus-payment
      basis; *provided* that (i) the first
      of such deliveries will be on the Initial Settlement Date, (ii) the last of
      such
      deliveries will be no later than on the tenth (10th) Trading Day following
      the
      Initial Settlement Date, and (iii) the aggregate number of shares of Common
      Stock that the Seller shall deliver to the Purchaser hereunder in all such
      deliveries shall equal the Number of Shares.




Section
      2.03  *.
      Conditions to
      Seller’s Obligations.* The
      Seller’s
      obligation to deliver the Number of Shares to the Purchaser on the Initial
      Settlement Date is subject to the condition that (a) the representations and
      warranties made by the Purchaser in the Agreement shall be true and correct
      as
      of the date hereof and the Initial Settlement Date and (b) the Seller shall
      have
      received an opinion of the counsel for the Purchaser, substantially to the
      effect set forth in Exhibit B (with appropriate assumptions and qualifications
      reasonably acceptable to the Seller).






ARTICLE
      3


Adjustment of Initial Purchase
      Price




Section
      3.01  *.
      Purchase Price
      Adjustment.* (a) As an adjustment to
      the Initial Purchase Price,




(i)  if
      the Settlement
      Amount is greater than zero, the Purchaser shall pay to the Seller such
      Settlement Amount in the manner provided in clause (c) or (e), as the
      case may be, of this Section
      3.01 ;
      or




(ii)  if
      the Settlement
      Amount is less than zero, the Seller shall pay to the Purchaser the absolute
      value of such Settlement Amount in the manner provided in clause (d) or (e) ,
      as the case may
      be, of this Section
      3.01 .




(b)  Payment
      of the
      Settlement Amount shall be in cash or validly issued shares of Common Stock
      (“ **Payment
      Shares** ”),
      as the Purchaser
      shall elect, which binding election shall be made within three Business Days
      from the Valuation Completion Date and communicated to the Seller in writing; *provided* that if the
      Purchaser fails to make such an election in the manner contemplated hereunder,
      the Purchaser shall be deemed to have elected settlement in cash; and *provided*  *further* that the Purchaser
      shall not have the right to elect payment of the Settlement Amount or receipt
      of
      the absolute value of the Settlement Amount in Payment Shares pursuant to this Section
      3.01 if:




(i)  the
      representations
      and warranties made by the Purchaser to the Seller in Section
      5.01 are not true and correct in all material respects as of the date the Purchaser
      makes such election; or








5




(ii)  in
      the event the
      Settlement Amount shall be payable by the Purchaser to the Seller, the Purchaser
      has taken any action that would make unavailable either (A) the exemption set
      forth in Section 4(2) of the Securities Act for the sale of any Payment Shares
      by the Purchaser to the Seller or (B) an exemption from
      the registration requirements of the Securities Act pursuant to Section 4 of
      the
      Securities Act for the private resale of Payment Shares by the
      Seller.




For
      the avoidance of doubt, upon the Purchaser’s making an election to receive or to
      deliver Payment Shares pursuant to this Section
      3.01(b) ,
      the Purchaser
      shall be deemed to make the representations and warranties in Section
      5.01 hereof as if made on the date of the Purchaser’s election.




(c)  Subject
      to Section
      3.01(b) ,
      if the Settlement
      Amount shall be payable by the Purchaser to the Seller:




(i)  Notwithstanding
      any
      election by the Purchaser to make payment in Payment Shares, at any time prior
      to the time the Seller (or any affiliate of the Seller) has contracted to resell
      such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares
      an
      amount in cash equal to the Settlement Amount, in the manner set forth in Section
      3.01(e) .




(ii)  If
      the Purchaser
      elects to pay any Settlement Amount in Payment Shares, then on the Settlement
      Date, the Purchaser shall deliver to the Seller a number of Payment Shares
      equal
      to the quotient of (A) such Settlement Amount *divided
      by* (B) the Private Placement Price (determined in accordance with the Private
      Placement Procedures).




(d)  Subject
      to Section
      3.01(b) ,
      if the absolute
      value of the Settlement Amount shall be payable by the Seller to the Purchaser
      and the Purchaser elects to receive the absolute value of the Settlement Amount
      in Payment Shares, then (i) the Seller shall, beginning on the fourth Trading
      Day following the Valuation Completion Date and ending when the Seller shall
      have satisfied its obligations under this clause (the “ **Seller
      Payment Share Purchase Period** ”),
      purchase
      (subject to the provisions of Section
      4.01 and Section
      4.02 hereof) shares of Common Stock with an aggregate value (which such value shall
      be determined by the prices at which the Seller purchases such shares plus
      a
      commission of $0.02 per share) equal to such Settlement Amount and (ii) the
      Seller shall deliver such shares of Common Stock to the Purchaser on the
      settlement dates relating to such purchases.




(e)  If
      the Purchaser
      elects to receive the absolute value of the Settlement Amount or to pay the
      Settlement Amount in cash, then payment of such Settlement Amount shall be
      made
      by wire transfer of immediately available U.S. dollar funds on the Settlement
      Date.




Section
      3.02  *.
      Private
      Placement Procedures.* If
      the Purchaser
      elects to deliver Payment Shares pursuant to Section
      3.01(b) or elects to deliver Alternative Termination Delivery Units pursuant to Section
      7.02(a) ,
      the Private
      Placement Procedures shall apply.




Section
      3.03  *.
      Continuing
      Obligation to Deliver Shares.* (a) If at any time, as
      a result of provisions of Section
      6.04 hereof limiting deliveries of shares of Common Stock to the number of Maximum
      Delivery Shares, the Purchaser fails to deliver to the Seller any shares of
      Common Stock, the Purchaser shall, to the extent that the Purchaser has at
      such
      time authorized but unissued shares of Common Stock not reserved for other
      purposes, promptly notify the Seller thereof and deliver to the Seller a number
      of shares of Common Stock not previously delivered as a result of such
      provisions.




(b)  The
      Purchaser agrees
      to use its best efforts to cause the number of authorized but unissued shares
      of
      Common Stock to be increased, if necessary, to an amount sufficient to permit
      the Purchaser to fulfill its obligations under this Section
      3.03 .






ARTICLE 4


Market
      Transactions




Section
      4.01  *.
      Transactions
      by the Seller.* (a) The parties agree
      and acknowledge that:






6




(i)  During
      the Valuation
      Period, any Seller Payment Share Purchase Period and any Seller Termination
      Share Purchase Period, the Seller (or its agent or affiliate) may purchase
      shares of Common Stock in connection with this Confirmation. The timing of
      such
      purchases by the Seller, the price paid per share of Common Stock pursuant
      to
      such purchases and the manner in which such purchases are made, including
      without limitation whether such purchases are made on any securities exchange
      or
      privately, shall be within the sole judgment of the Seller; *provided* that the Seller
      shall use good faith efforts to (i) make all purchases of Common Stock in a
      manner that would comply with the limitations set forth in clause s
      (b)(2), (b)(3),
      (b)(4) and (c) of Rule 10b-18 as if such rule were applicable to such purchases
      and (ii) not make purchases on any Trading Day in an amount that would exceed
      25
      % of the daily trading volume for the Common Stock on the Exchange on such
      Trading Day. For the avoidance of doubt, no purchases of shares of Common Stock
      in connection with this Confirmation shall be made by the Seller (or its agent
      or affiliate) on any Blackout Date.




(ii)  The
      Purchaser shall,
      at least one day prior to the first day of the Valuation Period, any Seller
      Payment Share Purchase Period and any Seller Termination Share Purchase Period,
      notify the Seller of the total number of shares of Common Stock purchased in
      Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception
      set
      forth in Rule 10b-18(b)(4) by or for the Purchaser or any of its Affiliated
      Purchasers during each of the four calendar weeks preceding such day and during
      the calendar week in which such day occurs (“ **Rule
      10b-18
      purchase** ”
and
“ **blocks** ”
each
      being used as
      defined in Rule 10b-18), which notice shall be substantially in the form set
      forth as Exhibit A hereto. In lieu of such notice, the Purchaser hereby notifies
      the Seller that with respect to the Valuation Period such number is
      zero.




(b)  The
      Purchaser
      acknowledges and agrees that (i) all transactions effected pursuant to Section
      4.01 hereunder shall be made in the Seller’s sole judgment and for the Seller’s own
      account and (ii) the Purchaser does not have, and shall not attempt to exercise,
      any influence over how, when or whether to effect such transactions, including,
      without limitation, the price paid or received per share of Common Stock
      pursuant to such transactions whether such transactions are made on any
      securities exchange or privately. It is the intent of the Seller and the
      Purchaser that this Transaction comply with the requirements of Rule 10b5-1(c)
      of the Exchange Act and that this Confirmation shall be interpreted to comply
      with the requirements of Rule 10b5-1(c)(1)(i)(B) and the Seller shall take
      no
      action that results in the Transaction not so complying with such
      requirements.




(c)  Notwithstanding
      anything to the contrary in this Confirmation, the Purchaser acknowledges and
      agrees that, on any day, the Seller shall not be obligated to deliver or receive
      any shares of Common Stock to or from the Purchaser and the Purchaser shall
      not
      be entitled to receive any shares of Common Stock from the Seller on such day,
      to the extent (but only to the extent) that after such transactions the Seller’s
      ultimate parent entity would directly or indirectly beneficially own (as such
      term is defined for purposes of Section 13(d) of the Exchange Act) at any time
      on such day in excess of 8.0% of the outstanding shares of Common Stock. Any
      purported receipt or delivery of shares of Common Stock shall be void and have
      no effect to the extent (but only to the extent) that after any receipt or
      delivery of such shares of Common Stock the Seller’s ultimate parent entity
      would directly or indirectly so beneficially own in excess of 8.0% of the
      outstanding shares of Common Stock. If, on any day, any delivery or receipt
      of
      shares of Common Stock by the Seller is not effected, in whole or in part,
      as a
      result of this provision, the Seller’s and Purchaser’s respective obligations to
      make or accept such receipt or delivery shall not be extinguished and such
      receipt or delivery shall be effected over time as promptly as the
      Seller
      determines, in the reasonable determination of the Seller, that after such
      receipt or delive ry
      its ultimate
      parent entity would not directly or indirectly beneficially own in excess of
      8.0% of the outstanding shares of Common Stock.




Section
      4.02  *.
      Suspension of
      Transactions in Common Stock.* (a) If the Seller, in
      its judgment, reasonably determines that with regard to any legal, regulatory
      or
      self-regulatory requirements or related policies and procedures including,
      without limitation, Rule 10b-18 (whether or not such requirements, policies
      or
      procedures are imposed by law or have been voluntarily adopted by the Seller),
      it may be appropriate for the Seller to refrain from effecting transactions
      in
      Common Stock on any Business Day during the Contract Period or to effect such
      transactions on such Business Day at a volume lower than that otherwise effected
      by the Seller hereunder, the Seller (or its agent or affiliate) may elect not
      to
      effect transactions in shares of Common Stock with respect to this Transaction
      on such day or to effect such transactions at a lower volume consistent with
      such requirements, policies and procedures; *provided* that if the Seller
      decides to effect any transaction hereunder at such lower volume, the
      Calculation Agent shall be entitled to make appropriate adjustments to the
      term
      of this Transaction under Section
      8.02 to
      reflect the effect of such diminished volume. The Seller shall notify the
      Purchaser of the exercise of the Seller’s rights pursuant to this Section
      4.02(a) upon such exercise and shall subsequently notify the Purchaser on the day the
      Seller believes that the Seller may resume purchasing or selling or purchasing
      at the volume level anticipated at the outset of this Transaction, as
      applicable, Common Stock. The Seller shall not be obligated to communicate
      to
      the Purchaser the reason for the Seller’s exercise of its rights pursuant to
      this Section
      4.02(a) .






7




(b)  The
      Purchaser agrees
      that during the Contract Period, neither the Purchaser nor any of its
“affiliated purchasers” (as defined in Regulation M) or agents shall take any
      action that would cause a “restricted period” (as defined in Regulation M) to be
      applicable to any purchases of Common Stock, or any security for which the
      Common Stock is a “reference security” (as defined in Regulation M), by the
      Purchaser or any of its “affiliated purchasers” or take any other action that
      would, in the view of the Seller, preclude purchases by the Seller of the Common
      Stock as a result of the application of federal or state securities laws. If
      the
      Purchaser decides to engage in a “distribution” (as defined in Regulation M)
      that is subject to Regulation M of the Common Stock or any other security for
      which the Common Stock is a “reference security”, the Purchaser will deliver a
      written notice to the Seller prior to the commencement of the “restricted
      period” (and in no event later than 8:30 am (NY time) on the day on which such
“restricted period” begins) directing the Seller not to purchase the Common
      Stock during such “restricted period”; *provided* that such notice
      shall be made at a time at which none of the Purchaser or any officer, director,
      manager or similar person of the Purchaser is aware of any material non-public
      information regarding the Purchaser or the Common Stock; and *provided
      further* that the Purchaser
      agrees not to engage in more than one such “distribution” during the Contract
      Period and to limit the related “restricted period” to no more than five
      Business Days. Following delivery of such notice, the Valuation Period shall
      be
      suspended from the first day to the last day of the “restricted period”
referenced in such notice, the Expiration Date shall be postponed by the number
      of Business Days in such “restricted period” and none of the Business Days
      during such “restricted period” shall be a Trading Day.




Section
      4.03  *.
      Purchases of
      Common Stock by the Purchaser.* Without
      the prior
      written consent of the Seller, which shall not be unreasonably withheld, the
      Purchaser shall not, and shall cause its affiliated purchasers (each as defined
      in Rule 10b-18) not to, other than (i) in accordance with paragraph (a)(13)(ii)
      of Rule 10b-18, (ii) purchases from employees not subject to Section 9(a) of
      the
      Exchange Act or (iii) on any Blackout Date, directly or indirectly (including,
      without limitation, by means of a derivative instrument) purchase, offer to
      purchase, place any bid or limit order that would effect a purchase of, or
      commence any tender offer relating to, any shares of Common Stock (or equivalent
      interest, including a unit of beneficial interest in a trust or limited
      partnership or a depository share) or any security convertible into or
      exchangeable for shares of Common Stock during the Contract Period; *provided* that ** the
      purchases by the
      Purchaser (or any of its affiliates or affiliated purchasers) on any Blackout
      Date shall be made in compliance with Rule 10b-18; and *provided
      further* that
      the once-a-week
      block exception set forth in Rule 10b-18(b)(4) shall not be available for the
      purchases made by the Purchaser (or any of its affiliates or affiliated
      purchasers) on any such Blackout Date.






ARTICLE
      5


Representations,
      Warranties and
      Agreements




Section
      5.01  *.
      Repeated
      Representations, Warranties and Agreements of the Purchaser.* The
      Purchaser
      represents and warrants to, and agrees with, the Seller, on the date hereof
      and
      on any date pursuant to which the Purchaser makes an election to receive or
      deliver Payment Shares pursuant to Section
      3.01 or
      Alternative Termination Delivery Units pursuant to Section
      7.03 ,
      that:




**(a)**  **Disclosure;
      Compliance with Laws.** The reports and
      other documents filed by the Purchaser with the SEC pursuant to the Exchange
      Act
      when considered as a whole (with the more recent such reports and documents
      deemed to amend inconsistent statements contained in any earlier such reports
      and documents), do not contain any untrue statement of a material fact or any
      omission of a material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances in which they were
      made, not misleading. The Purchaser is not in possession of any material
      nonpublic information regarding the Purchaser or the Common Stock.




**(b)**  **Rule
      10b5-1.** The Purchaser
      acknowledges that (i) the Purchaser does not have, and shall not attempt to
      exercise, any influence over how, when or whether to effect purchases of Common
      Stock by the Seller (or its agent or affiliate) in connection with this
      Confirmation and (ii) the Purchaser is entering into the Agreement and this
      Confirmation in good faith and not as part of a plan or scheme to evade
      compliance with federal securities laws including, without limitation, Rule
      10b-5 promulgated under the Exchange Act. The Purchaser also acknowledges and
      agrees that any amendment, modification, waiver or termination of this
      Confirmation must be effected in accordance with the requirements for the
      amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the
      Exchange Act. Without limiting the generality of the foregoing, any such
      amendment, modification, waiver or termination shall be made in good faith
      and
      not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under
      the Exchange Act, and no amendment, modification or waiver shall be made at
      any
      time at which the Purchaser or any officer or director of the Purchaser is
      aware
      of any material nonpublic information regarding the Purchaser or the Common
      Stock.






8




**(c)**  **Nature
      of
      Shares Delivered.** Any
      shares of Common
      Stock or Alternative Termination Delivery Units delivered to the Seller pursuant
      to this Confirmation, when delivered, shall have been duly authorized and shall
      be duly and validly issued, fully paid and nonassessable and free of preemptive
      or similar rights, and such delivery shall pass title thereto free and clear
      of
      any liens or encumbrances.




**(d)**  **No
      Facilitation of Distribution.** The Purchaser is
      not entering into this Confirmation to facilitate a distribution of the Common
      Stock (or any security convertible into or exchangeable for Common Stock) or
      in
      connection with a future issuance of securities, except insofar as a future
      distribution or issuance is required by the Purchaser’s election to settle this
      Transaction pursuant to Article
      3 hereof.




**(e)**  **No
      Manipulation.** The
      Purchaser is not
      entering into this Confirmation to create actual or apparent trading activity
      in
      the Common Stock (or any security convertible into or exchangeable for Common
      Stock) or to manipulate the price of the Common Stock (or any security
      convertible into or exchangeable for Common Stock).




**(f)**  **Regulation
      M.** The Purchaser is
      not engaged in a distribution, as such term is used in Regulation M, that would
      preclude purchases by the Purchaser or the Seller of the Common
      Stock.




**(g)**  **Board
      Authorization.** The
      Purchaser is
      entering into this Transaction in connection with its share repurchase program,
      which was approved by its board of directors and publicly disclosed, solely
      for
      the purposes stated in such board resolution and public disclosure. There is
      no
      internal policy of the Purchaser, whether written or oral, that would prohibit
      the Purchaser from entering into any aspect of this Transaction, including,
      but
      not limited to, the purchases of shares of Common Stock to be made pursuant
      hereto.




**(h)**  **Due
      Authorization and Good Standing.** The
      Purchaser is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Ohio. This Confirmation has been duly authorized, executed
      and
      delivered by the Purchaser and (assuming due authorization, execution and
      delivery thereof by the Seller) constitutes a valid and legally binding
      obligation of the Purchaser. The Purchaser has all corporate power to enter
      into
      this Confirmation and to consummate the transactions contemplated hereby and
      to
      purchase the Common Stock and deliver any Payment Shares in accordance with
      the
      terms hereof.




**(i)**  **Certain
      Transactions.** There has not been
      any public announcement (as defined in Rule 165(f) under the Securities Act)
      of
      any merger, acquisition, or similar transaction involving a recapitalization
      relating to the Purchaser that would fall within the scope of Rule
      10b-18(a)(13)(iv).




Section
      5.02  *.
      Initial
      Representations, Warranties and Agreements of the Purchaser.* The
      Purchaser
      represents and warrants to, and agrees with the Seller, as of the date hereof,
      that:




**(a)**  **Solvency** .
      The assets of the
      Purchaser at their fair valuation exceed the liabilities of the Purchaser,
      including contingent liabilities; the capital of the Purchaser is adequate
      to
      conduct the business of the Purchaser and the Purchaser has the ability to
      pay
      its debts and obligations as such debts mature and does not intend to, or does
      not believe that it will, incur debt beyond its ability to pay as such debts
      mature.




**(b)**  **Required
      Filings.** The Purchaser has
      made, and will use its best efforts to make, all filings required to be made
      by
      it with the SEC, any securities exchange or any other regulatory body with
      respect to the Transaction contemplated hereby.




**(c)**  **No
      Conflict.** The
      execution and
      delivery by the Purchaser of, and the performance by the Purchaser of its
      obligations under, this Confirmation and the consummation of the transactions
      herein contemplated do not conflict with or violate (i) any provision of the
      certificate of incorporation, by-laws or other constitutive documents of the
      Purchaser, (ii) any statute or order, rule, regulation or judgment of any court
      or governmental agency or body having jurisdiction over the Purchaser or any
      of
      its subsidiaries or any of their respective assets or (iii) any contractual
      restriction binding on or affecting the Purchaser or any of its subsidiaries
      or
      any of its assets.






9




**(d)**  **Consents** .
      All governmental
      and other consents that are required to have been obtained by the Purchaser
      with
      respect to performance, execution and delivery of this Confirmation have been
      obtained and are in full force and effect and all conditions of any such
      consents have been complied with.




**(e)**  **Investment
      Company Act.** The Purchaser is
      not and, after giving effect to the transactions contemplated in this
      Confirmation, will not be required to register as an “investment company” as
      such term is defined in the Investment Company Act of 1940, as
      amended.




**(f)**  **Commodity
      Exchange Act.** The
      Purchaser is an
“eligible contract participant”, as such term is defined in Section 1(a)(12) of
      the Commodity Exchange Act, as amended.




Section
      5.03  *.
      Additional
      Representations, Warranties and Agreements.* The
      Purchaser and
      the Seller represent and warrant to, and agree with, each other
      that:




**(a)**  **Agency** .
      Each party
      acknowledges that J.P. Morgan Securities Inc. has acted as agent on behalf
      of
      the Seller in effecting this Transaction. Each party acknowledges that J.P.
      Morgan Securities Inc. shall have no liability to either party under this
      Confirmation. J.P. Morgan Securities Inc. is authorized to act as agent for
      the
      Seller.




**(b)**  **Non-Reliance.** Each
      party has
      entered into this Transaction solely in reliance on its own judgment. Neither
      party has any fiduciary obligation to the other party relating to this
      Transaction. In addition, neither party has held itself out as advising, or
      has
      held out any of its employees or agents as having the authority to advise,
      the
      other party as to whether or not the other party should enter into this
      Transaction, any subsequent actions relating to this Transaction or any other
      matters relating to this Transaction. Neither party shall have any
      responsibility or liability whatsoever in respect of any advice of this nature
      given, or views expressed, by it or any such persons to the other party relating
      to this Transaction, whether or not such advice is given or such views are
      expressed at the request of the other party. The Purchaser has conducted its
      own
      analysis of the legal, accounting, tax and other implications of this
      Transaction and consulted such advisors, accountants and counsel as it has
      deemed necessary.




Section
      5.04  *.
      Representations and Warranties of the Seller.* The
      Seller
      represents and warrants to the Purchaser that:




**(a)**  **Due
      Authorization.** This Confirmation
      has been duly authorized, executed and delivered by the Seller and (assuming
      due
      authorization, execution and delivery thereof by the Purchaser) constitutes
      a
      valid and legally binding obligation of the Seller. The Seller has all corporate
      power to enter into this Confirmation and to consummate the transactions
      contemplated hereby and to deliver the Common Stock in accordance with the
      terms
      hereof.




**(b)**  **Right
      to
      Transfer.** The Seller will, at
      the Initial Settlement Date, have the free and unqualified right to transfer
      the
      Number of Shares of Common Stock to be sold by the Seller pursuant to Section
      2.01 hereof, free and clear of any security interest, mortgage, pledge, lien, charge,
      claim, equity or encumbrance of any kind.






ARTICLE
      6


Additional
      Covenants




Section
      6.01  *.
      Purchaser’s
      Further Assurances.* The
      Purchaser hereby
      agrees with the Seller that the Purchaser shall cooperate with the Seller,
      and
      execute and deliver, or use its best efforts to cause to be executed and
      delivered, all such other instruments, and to obtain all consents, approvals
      or
      authorizations of any person, and take all such other actions as the Seller
      may
      reasonably request from time to time, consistent with the terms of this
      Confirmation, in order to effectuate the purposes of this Confirmation and
      the
      Transaction contemplated hereby.




Section
      6.02  *.
      Purchaser’s
      Hedging Transactions.* The
      Purchaser hereby
      agrees with the Seller that the Purchaser shall not, during the Contract Period,
      enter into or alter any corresponding or hedging transaction or position with
      respect to the Common Stock (including, without limitation, with respect to
      any
      securities convertible or exchangeable into the Common Stock) and agrees not
      to
      alter or deviate from the terms of this Confirmation.






10




Section
      6.03  *.
      No
      Communications.* The
      Purchaser hereby
      agrees with the Seller that the Purchaser shall not, directly or indirectly,
      communicate any information relating to the Purchaser, its Common Stock or
      this
      Transaction (including any notices required by Section
      6.05 )
      to any employee of the Seller or J.P. Morgan Securities Inc., other than as
      set
      forth in the Communications Procedures attached as Annex B hereto.




Section
      6.04  *.
      Maximum
      Deliverable Number of Shares of Common Stock.* Notwithstanding
      any
      other provision of this Confirmation, the Purchaser shall not be required to
      deliver Payment Shares, or shares of Common Stock or other securities comprising
      the aggregate Alternative Termination Delivery Units, in excess of the number
      of
      Maximum Delivery Shares, in each case except to the extent that the Purchaser
      has available at such time authorized but unissued shares of such Common Stock
      or other securities not expressly reserved for any other uses (including,
      without limitation, shares of Common Stock reserved for issuance upon the
      exercise of options or convertible debt). The Purchaser shall not permit the
      sum
      of (i) the number of Maximum Delivery Shares plus (ii) the aggregate number
      of
      shares expressly reserved for any such other uses, in each case whether
      expressed as caps or as numbers of shares reserved or otherwise, to exceed
      at
      any time the number of authorized but unissued shares of Common
      Stock.




Section
      6.05  *.
      Notice of
      Certain Transactions.* If
      at any time
      during the Contract Period, the Purchaser makes, or expects to be made, or
      has
      made, any public announcement (as defined in Rule 165(f) under the Securities
      Act) of any merger, acquisition, or similar transaction involving a
      recapitalization relating to the Purchaser (other than any such transaction
      in
      which the consideration consists solely of cash and there is no valuation
      period, or as to which the completion of such transaction or the completion
      of
      the vote by target shareholders has occurred), then the Purchaser shall (i)
      notify the Seller prior to the opening of trading in the Common Stock on any
      day
      on which the Purchaser makes, or expects to be made, or has made any such public
      announcement, (ii) notify the Seller promptly following any such announcement
      (or, if later, prior to the opening of trading in the Common Stock on the first
      day of any Seller Payment Share Purchase Period or any Seller Termination Share
      Payment Period) that such announcement has been made and (iii) promptly deliver
      to the Seller following the making of any such announcement (or, if later,
      prior
      to the opening of trading in the Common Stock on the first day of any Seller
      Payment Share Purchase Period or any Seller Termination Share Payment Period)
      a
      certificate indicating (A) the Purchaser’s average daily Rule 10b-18 purchases
      (as defined in Rule 10b-18) during the three full calendar months preceding
      the
      date of such announcement and (B) the Purchaser’s block purchases (as defined in
      Rule 10b-18) effected pursuant to paragraph (b)(4)
      of Rule 10b-18 during the three full calendar months preceding the date of
      such
      announcement. In addition, the Purchaser shall promptly notify the Seller of
      the
      earlier to occur of the completion of such transaction and the completion of
      the
      vote by target shareholders. The Purchaser acknowledges that its actions in
      relation to any such announcement or transaction must comply with the standards
      set forth in Section
      6.03 .






ARTICLE
      7


Termination




Section
      7.01  *.
      Additional
      Termination Events.* (a) An Additional
      Termination Event shall occur in respect of which the Purchaser is the sole
      Affected Party and this Transaction is the sole Affected Transaction if, on
      any
      day, the Seller determines, in good faith, that it is unable to establish,
      re-establish or maintain in an economically efficient manner any hedging
      transactions reasonably necessary in the normal course of such party’s business
      of hedging the price and market risk of entering into and performing under
      this
      Transaction, due to market illiquidity, illegality, lack of availability of
      hedging transaction market participants or any other factor.




(b)  An
      Additional
      Termination Event shall occur in respect of which the Purchaser is the sole
      Affected Party and this Transaction is the sole Affected Transaction if (i)
      a
      Share De-listing Event occurs; (ii) a Merger Event occurs; (iii) a
      Nationalization occurs, (iv) a Distribution Termination Event occurs, (v) any
      event described in Section
      8.02 occurs with respect to which, the Calculation Agent determines that it is
      impracticable to effect any adjustment contemplated by Section
      8.02 in
      order to preserve the fair value of the Transaction to the Seller, or (vi)
      an
      event described in paragraph III of Annex B occurs.






11




**CONFIDENTIAL
      TREATMENT REQUESTED**




(c)  A
“ **Share
      De-listing Event** ”
means
      that at any
      time during the Contract Period, the Common Stock ceases to be listed, traded
      or
      publicly quoted on the Exchange for any reason (other than a Merger Event,
      a
“ **De-Listing** ”)
      and is not
      immediately re-listed, traded or quoted as of the date of such de-listing,
      on
      another U.S. national securities exchange or a U.S. automated interdealer
      quotation system (a “ **Successor
      Exchange** ”); *provided* that it shall not
      constitute an Additional Termination Event if the Common Stock is immediately
      re-listed on a Successor Exchange upon its De-Listing from the Exchange, and
      the
      Successor Exchange shall be deemed to be the Exchange for all purposes. In
      addition, in such event, the Seller shall make any commercially reasonable
      adjustments it deems necessary to the terms of the Transaction.




(d)  A
“ **Merger
      Event** ”
means
      the public
      announcement, including any public announcement as defined in Rule 165(f) of
      the
      Securities Act (by the Purchaser or otherwise) at any time during the Contract
      Period of any (i) planned recapitalization, reclassification or change of the
      Common Stock that will, if consummated, result in a transfer of more than 20%
      of
      the outstanding shares of Common Stock, (ii) planned consolidation,
      amalgamation, merger or similar transaction of the Purchaser with or into
      another entity (other than a consolidation, amalgamation or merger in which
      the
      Purchaser will be the continuing entity and which does not result in any such
      recapitalization, reclassification or change of more than 20% of such shares
      outstanding), (iii) other takeover offer for the shares of Common Stock that
      is
      aimed at resulting in a transfer of more than 20% of such shares of Common
      Stock
      (other than such shares owned or controlled by the offeror) or (iv) irrevocable
      commitment to any of the foregoing.




(e)  A
“ **Nationalization** ”
means
      that all or
      substantially all of the outstanding shares of Common Stock or assets of the
      Purchaser are nationalized, expropriated or are otherwise required to be
      transferred to any governmental agency, authority or entity.




(f)  A
“ **Distribution
      Termination Event** ”
means
      a
      declaration by the Purchaser of any cash dividend or distribution on shares
      of
      Common Stock, other than an Extraordinary Cash Dividend, that has a record
      date
      during the Contract Period, the amount of which, together with all prior
      declared cash dividends or distributions that have a record date during the
      same
      regular reference period of the Purchaser, exceeds the amount set forth in
      this Section
      7.01(f) for such regular reference period.




**Cash
                Distribution Amount**
            **Reference
                Period**$0.00
            Trade
                Date -
                September 18, 2006$
                ******per share of
                Common Stock
            September
                19,
                2006 - December 19, 2006$
                ******per share of
                Common Stock
            December
                20,
                2006 - March 20, 2007$
                ******per share of
                Common Stock
            March
                21, 2007
                - June 19, 2007$
                ******per share of
                Common Stock
            Any
                period
                after June 20, 2007


Section
      7.02  *.
      Consequences
      of Additional Termination Events.* (a) In the event of the
      occurrence or effective designation of an Early Termination Date under the
      Agreement, cash settlement, as set forth in Section
      7.02(b) ,
      shall apply unless
      (i) the Purchaser elects (which election shall be binding), in lieu of payment
      of the amount payable in respect of this Transaction pursuant to Section
      6(d)(ii) of the Agreement (the “ **Termination
      Amount** ”),
      to deliver or to
      receive Alternative Termination Delivery Units pursuant to Section
      7.03 ,
      and (ii) notifies the Seller of such election by delivery of written notice
      to
      the Seller on the Business Day immediately following the Purchaser’s receipt of
      a notice (as required by Section 6(d) of the Agreement following the designation
      of an Early Termination Date in respect of this Transaction or in respect of
      all
      transactions under the Agreement) setting forth the amounts payable by the
      Purchaser or by the Seller with respect to such Early Termination Date (the
      date
      of such delivery, the “ **Default
      Notice Day** ”); *provided* that the Purchaser
      shall not have the right to elect the delivery or receipt of the Alternative
      Termination Delivery Units pursuant to Section
      7.03 if:






12




(i)  the
      representations
      and warranties made by the Purchaser to the Seller in Section
      5.01 are not true and correct as of the date the Seller makes such election, as
      if
      made on such date, or




(ii)  in
      the event that
      the Termination Amount is payable by the Purchaser to the Seller, (A) the
      Purchaser has taken any action that would make unavailable (x) the exemption
      set
      forth in Section 4(2) of the Securities Act, for the sale of any Alternative
      Termination Delivery Units by the Purchaser to the Seller or (y) an exemption
      from the registration requirements of the Securities Act pursuant to Section
      4
      of the Securities Act for the resale of Alternative Termination Delivery Units
      by the Seller, and (B) such Early Termination Date is in respect of an Event
      of
      Default which is within Purchaser’s control (including, without limitation,
      failure to execute a Private Placement Agreement or otherwise comply with the
      requirements applicable to Purchaser (determined in accordance with the Private
      Placement Procedures)).




For
      the avoidance of doubt, upon the Purchaser’s making an election to deliver
      Alternative Termination Delivery Units pursuant to this Section
      7.02(a) ,
      the Purchaser
      shall be deemed to make the representations and warranties in Section
      5.01 hereof as if made on the date of the Purchaser’s election. Notwithstanding the
      foregoing, at any time prior to the time the Seller (or any affiliate of the
      Seller) has contracted to resell the property to be delivered upon alternative
      termination settlement, the Purchaser may deliver in lieu of such property
      an
      amount in cash equal to the Termination Amount in the manner set forth in
      Section 6(d) of the Agreement.




(b)  If
      cash settlement
      applies in respect of an Early Termination Date, Section 6 of the Agreement
      shall apply.




Section
      7.03  *.
      Alternative
      Termination Settlement.* (a) Subject to Section
      7.02(a) ,
      if the Termination
      Amount shall be payable by the Purchaser to the Seller and the Purchaser elects
      to deliver the Alternative Termination Delivery Units to the Seller, the
      Purchaser shall, as soon as directed by the Seller after the Default Notice
      Day
      (such date, the “ **Termination
      Settlement Date** ”),
      deliver to the
      Seller a number of Alternative Termination Delivery Units equal to the quotient
      of (A) the Termination Amount *divided
      by* (B) the Termination Price.




(b)  Subject
      to Section
      7.02(a) ,
      if the Termination
      Amount shall be payable by the Seller to the Purchaser and the Purchaser elects
      to receive the Alternative Termination Delivery Units from the Seller, (i)
      the
      Seller shall, beginning on the first Trading Day following the Default Notice
      Day and ending when the Seller shall have satisfied its obligations under this clause (the “ **Seller
      Termination Share Purchase Period** ”),
      purchase
      (subject to the provisions of Section
      4.01 and Section
      4.02 hereof) a number of Alternative Termination Delivery Units equal to the quotient
      of (A) the Termination Amount *divided
      by* (B) the Termination Price; and (ii) the Seller shall deliver such Alternative
      Termination Delivery Units to the Purchaser on the settlement dates relating
      to
      such purchases.




Section
      7.04  *.
      Notice of
      Default.* If
      an Event of
      Default occurs in respect of the Purchaser, the Purchaser will, promptly upon
      becoming aware of it, notify the Seller specifying the nature of such Event
      of
      Default.






ARTICLE 8


Adjustments




Section
      8.01  *.
      Extraordinary
      Cash Dividends.* If
      the Purchaser
      declares any Extraordinary Cash Dividend that has a record date during the
      Contract Period, then prior to or on the date on which such Extraordinary Cash
      Dividend is paid by the Purchaser to holders of record, the Purchaser shall
      pay
      to the Seller an amount in cash equal to the product of (i) the amount of such
      Extraordinary Cash Dividend and (ii) the theoretical short delta number of
      shares, as determined by the Calculation Agent, required for the Seller to
      hedge
      its exposure to the Transaction.




Section
      8.02  *.
      Other Dilution
      Adjustments.* If
      (x) any corporate
      event occurs involving the Purchaser or the Common Stock (other than any cash
      dividend but including, without limitation, a spin-off, a stock split, stock
      or
      other dividend or distribution, reorganization, rights offering or
      recapitalization or any other event having a dilutive or concentrative effect
      on
      the Common Stock), or (y) as a result of the definition of Trading Day (whether
      because of a suspension of transactions pursuant to Section
      4.02 or
      otherwise), any day that would otherwise be a Trading Day during the Contract
      Period is not a Trading Day or on such Trading Day, pursuant to Section
      4.02 ,
      the Seller effects transactions with respect to shares of Common Stock at a
      volume lower than originally anticipated with respect to this Transaction,
      then
      in any such case, the Calculation Agent shall make corresponding adjustments
      with respect to any variable relevant to the terms of the Transaction, as the
      Calculation Agent determines appropriate to preserve the fair value of the
      Transaction to the Seller, and shall determine the effective date of such
      adjustment.






13




ARTICLE
      9


Miscellaneous




Section
      9.01  *.
      Successors and
      Assigns.* All
      covenants and
      agreements in this Confirmation made by or on behalf of either of the parties
      hereto shall bind and inure to the benefit of the respective successors and
      assigns of the parties hereto whether so expressed or not.




Section
      9.02  *.
      Purchaser
      Indemnification.* The
      Purchaser (the
“ **Indemnifying
      Party** ”)
      agrees to
      indemnify and hold harmless the Seller and its officers, directors, employees,
      affiliates, advisors, agents and controlling persons (each, an “ **Indemnified
      Person** ”)
      from and against
      any and all losses, claims, damages and liabilities, joint or several
      (collectively, “ **Obligations** ”),
      to which an
      Indemnified Person may become subject arising out of or in connection with
      this
      Confirmation or any claim, litigation, investigation or proceeding relating
      thereto, regardless of whether any of such Indemnified Person is a party
      thereto, and to reimburse, within 30 days, upon written request, each such
      Indemnified Person for any reasonable legal or other expenses incurred in
      connection with investigating, preparation for, providing evidence for or
      defending any of the foregoing, provided, however, that the Indemnifying Party
      shall not have any liability to any Indemnified Person to the extent that such
      Obligations (i) are finally determined by a court of competent jurisdiction
      to
      have resulted from the gross negligence or willful misconduct of such
      Indemnified Person (and in such case, such Indemnified Person shall promptly
      return to the Indemnifying Party any amounts previously expended by the
      Indemnifying Party hereunder) or (ii) are trading losses incurred by the Seller
      as part of its purchases or sales of shares of Common Stock pursuant to this
      Confirmation (unless the Purchaser has breached any agreement, term or covenant
      herein).




Section
      9.03  *.
      Assignment and
      Transfer.* Notwithstanding
      the
      Agreement, the Seller may assign any of its rights or duties hereunder to any
      one or more of its affiliates without the prior written consent of the
      Purchaser. Notwithstanding any other provision in this Confirmation to the
      contrary requiring or allowing Seller to purchase, sell, receive or deliver
      any
      shares of Common Stock or other securities to or from the Purchaser, Seller
      may
      designate any of its affiliates to purchase, sell, receive or deliver such
      shares of Common Stock or other securities and otherwise to perform the Seller’s
      obligations in respect of this Transaction and any such designee may assume
      such
      obligations. The Seller may assign the right to receive Payment Shares to any
      third party who may legally receive Payment Shares. The Seller shall be
      discharged of its obligations to the Purchaser to the extent of any such
      performance.




Section
      9.04  *.
      Calculation
      Agent.* Whenever
      the
      Calculation Agent is required to act or to exercise judgment in any way,
      including, without limitation, the making of any determination, with respect
      to
      this Transaction, it will do so in good faith and in a commercially reasonable
      manner.




Section
      9.05  *.
      Non-confidentiality.* The
      Seller and the
      Purchaser hereby acknowledge and agree that subject to Section
      6.03 each is authorized to disclose every aspect of this Confirmation and the
      transactions contemplated hereby to any and all persons, without limitation
      of
      any kind, and there are no express or implied agreements, arrangements or
      understandings to the contrary.




Section
      9.06  *.
      Unenforceability and Invalidity.* To
      the extent
      permitted by law, the unenforceability or invalidity of any provision or
      provisions of this Confirmation shall not render any other provision or
      provisions herein contained unenforceable or invalid.




Section
      9.07  *.
      Securities
      Contract.* The
      parties hereto
      agree and acknowledge as of the date hereof that (i) the Seller is a “financial
      institution” within the meaning of Section 101(22) of Title 11 of the United
      States Code (the “ **Bankruptcy
      Code** ”)
      and (ii) this
      Confirmation is a “securities contract,” as such term is defined in Section
      741(7) of the Bankruptcy Code, entitled to the protection of Sections 362(b)(6)
      and 555 of the Bankruptcy Code.






14




Section
      9.08  *.
      No Collateral,
      Netting or Setoff.* Notwithstanding
      any
      provision of the Agreement, or any other agreement between the parties, to
      the
      contrary, the obligations of the Purchaser hereunder are not secured by any
      collateral. Obligations under this Transaction shall not be netted, recouped
      or
      set off (including pursuant to Section 6 of the Agreement) against any other
      obligations of the parties, whether arising under the Agreement, this
      Confirmation, under any other agreement between the parties hereto, by operation
      of law or otherwise, and no other obligations of the parties shall be netted,
      recouped or set off (including pursuant to Section 6 of the Agreement) against
      obligations under this Transaction, whether arising under the Agreement, this
      Confirmation, under any other agreement between the parties hereto, by operation
      of law or otherwise, and each party hereby waives any such right of setoff,
      netting or recoupment.




Section
      9.09  *.
      Notices.* Unless
      otherwise
      specified herein, any notice, the delivery of which is expressly provided for
      in
      this Confirmation, may be made by telephone, to be confirmed in writing to
      the
      address below. Changes to the information below must be made in
      writing.




(a)  If
      to the
      Purchaser:




FirstEnergy
      Corp.


76
      South Main
      Street


Akron,
      OH
      44308


Telephone:
      800-736-3402




(b)  If
      to the
      Seller:





JPMorgan
      Chase Bank,
      National Association


c/o
      J.P. Morgan
      Securities Inc.


277
      Park
      Avenue


New
      York, NY
      10172


Attn:
      Nathan
      Lulek


Telephone:
      212-622-2262


Facsimile:
      212-622-8091









15


Please
      confirm that
      the foregoing correctly sets forth the terms of our agreement by executing
      the
      copy of this Confirmation enclosed for that purpose and returning it to
      us.




Yours sincerely,J.P.
                MORGAN
                SECURITIES INC., as agent for JPMorgan
              Chase
                Bank,
                National Association, London BranchBy:
            __________________________________________Name:Title




Confirmed
      as of the
      date first


above
      written:




FIRSTENERGY
                CORP.By:  
              __________________________________________Name:Title:







16


**ANNEX
      A**




**PRIVATE
      PLACEMENT PROCEDURES**




I.  Introduction




FirstEnergy
      Corp.,
      an Ohio corporation (the “ **Purchaser** ”)
      and J.P. Morgan
      Securities Inc., as agent for JPMorgan Chase Bank, National Association, London
      Branch (the “ **Seller** ”)
      have agreed to
      these procedures (the “ **Private
      Placement Procedures** ”)
      in connection
      with entering into the Confirmation (the “ **Confirmation** ”)
      dated as of
      August 9, 2006 between JPMorgan and the Purchaser relating to the sale by
      JPMorgan to the Purchaser of common stock, par value $0.10 per share, or
      security entitlements in respect thereof (the “ **Common
      Stock** ”)
      of the
      Counterparty. These Private Placement Procedures supplement, form part of,
      and
      are subject to the Confirmation and all terms used and not otherwise defined
      herein shall have the meanings assigned to them in the
      Confirmation.




II. Procedures




If
      the Purchaser elects to deliver Payment Shares pursuant to Section
      3.01(b) of the Confirmation or elects to deliver Alternative Termination Delivery Units
      pursuant to Section
      7.02(a) of the Confirmation, the Purchaser shall effect such delivery in compliance
      with
      the private placement procedures provided herein.




(a)  The
      Purchaser shall
      afford the Seller, and a limited number of potential buyers of the Payment
      Shares (or, in the case of alternative termination settlement, Alternative
      Termination Delivery Units) (collectively, the “ **Private**  **Securities** ”)
      reasonably
      designated by the Seller a reasonable opportunity to conduct a due diligence
      investigation with respect to the Purchaser customary in scope for private
      offerings of such type of securities (including, without limitation, the
      availability of executive officers to respond to questions regarding the
      business and financial condition of the Purchaser and the right to have made
      available to them for inspection all financial and other records, pertinent
      corporate documents and other pertinent information reasonably requested by
      them), and the Seller (or any such potential buyer) shall be reasonably
      satisfied in all material respects with such opportunity and with the resolution
      of any disclosure issues arising from such due diligence investigation of the
      Purchaser it being understood that such potential buyers shall only include
      institutional “accredited investors” within the meaning of (1), (2), (3) and (7)
      of paragraph (a) of Rule 501 under the Securities Act. The rights extended
      to
      the Seller and its designees under this paragraph are conditioned upon such
      persons entering into an appropriate confidentiality agreement with the
      Purchaser.




(b)  Prior
      to or
      contemporaneously with the determination of the Private Placement Price (as
      described below), the Purchaser shall enter into an agreement (a “ **Private
      Placement Agreement** ”)
      with the Seller
      (or any affiliate of the Seller designated by the Seller, it being understood
      that such affiliate of the Seller shall be an institutional “accredited
      investor” as used in Rule 501(a)(1)-(3) and (7) under the Securities Act)
      providing for the purchase and resale by the Seller (or such affiliate) in
      a
      private transaction exempt from registration under the Securities Act of the
      Private Securities, which agreement shall be on commercially reasonable terms
      and in form and substance reasonably satisfactory to the Seller (or such
      affiliate) and the Purchaser and (without limitation of the foregoing)
      shall:




(i)  contain
      customary
      conditions, and customary undertakings, representations and warranties (to
      the
      Seller or such affiliate, and if reasonably requested by the Seller or such
      affiliate, to potential purchasers of the Private Securities and to the
      Purchaser), including representations from the Seller (or its designated
      affiliate) to the effect that it is either registered as a broker-dealer under
      the Securities Exchange Act of 1934, as amended, or is not required to so
      register;






A-1




(ii)  contain
      customary
      indemnification and contribution provisions in connection with the potential
      liability of the Purchaser and the Seller and its affiliates relating to the
      resale by the Seller (or such affiliate) of the Private Securities;




(iii)  provide
      for the
      delivery of related certificates and representations, warranties and agreements
      of the Purchaser, the Seller and potential buyers, including those necessary
      or
      advisable to establish and maintain the availability of an exemption from the
      registration requirements of the Securities Act and applicable state securities
      laws for sale to the Seller (or affiliate) and resales of the Private Securities
      by the Seller (or such affiliate);




(iv)  provide
      that the
      Private Securities shall constitute “restricted securities” as defined in Rule
      144 under the Securities Act and shall be issued with appropriate legends;
      and




(v)  provide
      for the
      delivery to the Seller (or such affiliate) of customary opinions (including,
      without limitation, opinions relating to the due authorization, valid issuance
      and fully paid and non-assessable nature of the Private Securities, the
      availability of an exemption from the Securities Act for the Seller and resales
      of the Private Securities by the Seller (or such affiliate), and, in the case
      of
      a private placement effected pursuant to an offering document, the lack of
      material misstatements and omissions in the Purchaser’s offering
      document).




(c)  The
      Seller shall
      determine the Private Placement Price (or, in the case of alternative
      termination settlement, the Termination Price) in its judgment by commercially
      reasonable means, which may include (without limitation):




(i)  basing
      such price on
      indicative bids from investors;




(ii)  taking
      into account
      any factors that are customary in pricing private sales and any and all risks
      and costs in connection with the resale of the Private Securities by the Seller
      (or any affiliate of the Seller designated by the Seller); and




(iii)  providing
      for the
      payment by the Purchaser of all reasonable fees and expenses in connection
      with
      such sale and resale; *provided* that Seller shall
      pay all of its own costs and expenses, including the fees of its counsel,
      transfer taxes on resale of any of the Private Securities by it, and any
      advertising expenses connected with any offer it may make (it being understood
      that such costs and expenses will be built into the underwriting spread,
      discount or placement fees).




(d)  The
      Seller shall
      notify the Purchaser of the number of Private Securities required to be
      delivered by the Purchaser and the Private Placement Price (or, in the case
      of
      alternative termination settlement, the Termination Price) by 6:00 p.m. on
      the
      day such price is determined.




(e)  The
      Purchaser agrees
      not to take or cause to be taken any action that would make unavailable either
      (i) the exemption set forth in Section 4(2) of the Securities Act, for the
      sale
      of any Private Securities by the Purchaser to the Seller or (ii) an exemption
      from the registration requirements of the Securities Act pursuant to Section
      4
      of the Securities Act for the private resale of Private Securities by the
      Seller.




(f)  The
      Purchaser
      expressly agrees and acknowledges that the public disclosure of all material
      information relating to the Purchaser is within the Purchaser’s control and that
      the Purchaser shall promptly so disclose all such material information required
      to be disclosed during the period from the Valuation Completion Date to and
      including the Settlement Date.




The
      Purchaser agrees to use its best efforts to make any filings required to be
      made
      by it with the SEC, any securities exchange or any other regulatory body with
      respect to the Transaction contemplated hereby and the issuance of the Private
      Securities.




A-2


**ANNEX
      B**




**COMMUNICATIONS
      PROCEDURES**




August
      9,
      2006




I.  Introduction




FirstEnergy
      Corp.,
      an Ohio corporation (“ **Counterparty** ”)
      and J.P. Morgan
      Securities Inc., as agent for JPMorgan Chase Bank, National Association, London
      Branch (“ **JPMorgan** ”)
      have adopted
      these communications procedures (the “ **Communications**  **Procedures** ”)
      in connection
      with entering into the Confirmation (the “ **Confirmation** ”)
      dated as of
      August 9, 2006 between JPMorgan and Counterparty relating to the sale by
      JPMorgan to Counterparty of common stock, par value $0.10 per share, or security
      entitlements in respect thereof (the “ **Common**  **Stock** ”)
      of the
      Counterparty. These Communications Procedures supplement, form part of, and
      are
      subject to the Confirmation.




II.  Communications
      Rules




1.  From
      the date hereof
      until the end of the Contract Period, neither Counterparty nor any Employee
      or
      Designee of Counterparty shall (a) engage in any Program-Related Communication
      with any EDG Personnel, other than any of the Permitted Contacts, or (b)
      disclose any Material Non-Public Information to any EDG Personnel, other than
      any of the Permitted Contacts, and




2.  Subject
      to the
      preceding provision, the Counterparty, any Employee of Counterparty and any
      Designee of Counterparty may at any time engage in any Non-Program-Related
      Communication with any affiliate or Employee of JPMorgan.




III.  Termination




If,
      in the sole judgment of any EDG Personnel or any affiliate or Employee of
      JPMorgan participating in any Communication with Counterparty or any Designee
      of
      Counterparty, such Communication would not be permitted by these Communications
      Procedures, such EDG Personnel or such affiliate or Employee of JPMorgan shall
      immediately terminate such Communication. In such case, or if such EDG Personnel
      or such affiliate or Employee of JPMorgan determines following completion of
      any
      Communication with Counterparty or any Employee or Designee of Counterparty
      that
      such Communication was not permitted by these Communications Procedures, such
      EDG Personnel or such affiliate or Employee of JPMorgan shall promptly consult
      with his or her supervisors and with counsel for JPMorgan regarding such
      Communication. If, in the reasonable judgment of JPMorgan’s counsel following
      such consultation, there is more than an insignificant risk that such
      Communication could materially jeopardize the availability of the affirmative
      defenses provided in Rule 10b5-1 under the 1934 Act with respect to any ongoing
      or contemplated activities of JPMorgan or its affiliates in respect of the
      Confirmation, it shall be an Additional Termination Event with respect to the
      Confirmation.




IV.  Definitions




Capitalized
      terms
      used and not otherwise defined herein shall have the meanings ascribed to them
      in the Confirmation. As used herein, the following words and phrases shall
      have
      the following meanings:




“ **Communication** ”
means
      any contact
      or communication (whether written, electronic, oral or otherwise) between
      Counterparty, any Employee of Counterparty or one or more Designees of
      Counterparty, on the one hand, and JPMorgan or any of its affiliates or
      Employees, on the other hand.




“ **Designee** ”
means
      a person
      designated, in writing or orally, by Counterparty to communicate with JPMorgan
      on behalf of Counterparty.




B-1


“ **EDG
      Personnel** ”
means
      Reuben
      Jacob, Jonathan Larkin and any other Employee of the public side of the Equity
      Derivatives Group or the Special Equities Group of J.P. Morgan Chase & Co.; *provided* that JPMorgan may
      amend the list of EDG Personnel by delivering a revised list of EDG Personnel
      to
      Counterparty.




“ **Employee** ”
means,
      with
      respect to any entity, any owner, principal, officer, director, employee or
      other agent or representative of such entity, and any affiliate of any of such
      owner, principal, officer, director, employee, agent or
      representative.




“ **Material
      Non-Public Information** ”
means
      information
      relating to the Counterparty or the Common Stock that (a) has not been widely
      disseminated by wire service, in one or more newspapers of general circulation,
      by communication from the Counterparty to its shareholders or in a press
      release, or contained in a public filing made by the Counterparty with the
      Securities and Exchange Commission and (b) a reasonable investor might consider
      to be of importance in making an investment decision to buy, sell or hold shares
      of Common Stock. For the avoidance of doubt and solely by way of illustration,
      information should be presumed “material” if it relates to such matters as
      dividend increases or decreases, earnings estimates, changes in previously
      released earnings estimates, significant expansion or curtailment of operations,
      a significant increase or decline of orders, significant merger or acquisition
      proposals or agreements, significant new products or discoveries, extraordinary
      borrowing, major litigation, liquidity problems, extraordinary management
      developments, purchase or sale of substantial assets and similar
      matters.




“ **Non-Program-Related
      Communication** ”
means
      any
      Communication other than a Program Related Communication.




“ **Permitted
      Contact** ”
means
      any of Mr.
      David Aidelson, Ms. Bernadette Barnard, Mr. Jeff Zajkowski, Mr. Santosh Nabar,
      Mr. James Rothschild, Mr. Elliot Chalom and Mr. Sudheer Tegulapalle or any
      of
      their designees; *provided* that JPMorgan may
      amend the list of Permitted Contacts with effect from the date of receipt by
      Counterparty of such revised list by delivering a revised list of Permitted
      Contacts to Counterparty.




“ **Program-Related
      Communication** ”
means
      any
      Communication the subject matter of which relates to the Confirmation or any
      Transaction under the Confirmation or any activities of JPMorgan (or any of
      its
      affiliates) in respect of the Confirmation or any Transaction under the
      Confirmation.




B-2


**EXHIBIT
      A**




[Letterhead
      of
      Purchaser]




JPMorgan
      Chase Bank,
      National Association


c/o
      J.P. Morgan Securities Inc.


277
      Park Avenue


11th
      Floor


New
      York, New York 10172




Re:  Accelerated
      Purchase
      of Equity Securities




Ladies
      and
      Gentlemen:




In
      connection with our entry into the Confirmation dated as of August 9, 2006
      (the
“ **Confirmation** ”),
      we hereby
      represent that set forth below is the total number of shares of our common
      stock
      purchased by or for us or any of our affiliated purchasers in Rule 10b-18
      purchases of blocks (all defined in Rule 10b-18 under the Securities Exchange
      Act of 1934) pursuant to the once-a-week block exception set forth in Rule
      10b-18(b)(4) during the four full calendar weeks immediately preceding the
      first
      day of the Valuation Period (as defined in the Confirmation) and the week during
      which the first day of the Valuation Period occurs.




Number
      of Shares:
      __________________




We
      understand that you will use this information in calculating trading volume
      for
      purposes of Rule 10b-18.




Very truly yours,FIRSTENERGY
                  CORP.By:
              __________________________________________Name:Title
   Exh-A-1


**EXHIBIT
      B**




**OPINION
      OF
      COUNSEL TO PURCHASER**




1.  The
      Purchaser is
      duly incorporated and validly existing as a corporation in good standing under
      the laws of its jurisdiction of incorporation.




2.  The
      Purchaser has
      all corporate power to enter into this Confirmation and to consummate the
      transactions contemplated hereby and to deliver the Common Stock in accordance
      with the terms hereof. This Confirmation has been duly authorized and validly
      executed and delivered by the Purchaser and constitutes a valid and legally
      binding obligation of the Purchaser enforceable in accordance with its terms,
      subject to applicable bankruptcy, insolvency, fraudulent transfer and other
      laws
      affecting creditors’ generally from time to time in effect and to general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).




3.  The
      execution and
      delivery by the Purchaser of, and the performance by the Purchaser of its
      obligations, under this Confirmation and the consummation of the transactions
      herein contemplated, and, do not conflict with or violate (x) any provision
      of
      the certificate of incorporation or by-laws of the Purchaser, (y) any order
      or
      judgment of any court or governmental agency or body having jurisdiction over
      the Purchaser or any of the Purchaser’s assets or (z) any material contractual
      restriction binding on or affecting the Purchaser or any of its
      assets.




4.  All
      governmental and
      other consents that are required to have been obtained by the Purchaser with
      respect to performance, execution and delivery of this Confirmation have been
      obtained and are in full force and effect and all conditions of any such
      consents have been complied with, other than such consents which, if not
      obtained, will not individually or in the aggregate have a material adverse
      effect on the Purchaser or on the ability of the Purchaser to complete the
      transactions contemplated by this Confirmation.






Exh-B-1