February 17, 2004


Mr. Anthony J. Alexander
2936 Ironwood Drive
Akron, OH  44312
                           Special Severance Agreement
                           ---------------------------

Dear Tony:

          The  Board of  Directors  (the  "Board")  of  FirstEnergy  Corp.  (the
"Company") recognizes that, as is the case with many publicly held corporations,
there always exists the possibility of a change in control of the Company.  This
possibility and the uncertainty it creates may result in the loss or distraction
of members of management of the Company and its subsidiaries to the detriment of
the Company and its shareholders.

          The Board considers the establishment,  maintenance, and continuity of
a sound and vital  management  to be essential to  protecting  and enhancing the
best interests of the Company and its shareholders. The Board also believes that
when a change in control is perceived as imminent,  or is  occurring,  the Board
should be able to  receive  and rely on  disinterested  advice  from  management
regarding the best interests of the Company and its shareholders without concern
that  members of  management  might be  distracted  or concerned by the personal
uncertainties  and risks created by their perception of an imminent or occurring
change in control.

          Accordingly, the Board has determined that appropriate steps should be
taken to assure the  Company  of the  continued  employment  and  attention  and
dedication to duty of certain members of management of the Company and to ensure
the availability of their disinterested advice, notwithstanding the possibility,
threat or occurrence of a change in control.

          Therefore,  in order to  fulfill  the  above  purposes,  the Board has
designated you as eligible for severance benefits as set forth below.

          1.   Offer
               -----

          In order to induce you to remain in the employ of the  Company  and to
provide continued  services to the Company now and in the event that a Change in
Control is imminent or occurring,  this letter agreement (the  "Agreement") sets
forth severance  benefits which the Company offers to pay to you in the event of
a termination of your  employment  (in the manner  described in Section 5 below)
subsequent  to a Change in  Control  of the  Company  (as  defined  in Section 4
below).

          2.   Operation
               ---------

          This Agreement shall become effective  immediately upon its execution,
but anything in this  Agreement to the  contrary  notwithstanding,  neither this
Agreement nor any of its  provisions  shall be operative  unless and until there



<PAGE>

has been a Change in Control while you are still an employee of the Company, nor
shall this  Agreement  govern or affect your  employment  relationship  with the
Company except as explicitly set forth herein.  Upon a Change in Control, if you
are still  employed by the Company,  this  Agreement  and all of its  provisions
shall become operative  immediately.  If your employment  relationship  with the
Company is  terminated  before a Change in Control,  you shall have no rights or
obligations under this Agreement.

          3.   Term
               ----

               (a) Term of Agreement:  The term of this Agreement shall commence
                   -----------------
immediately  upon the date hereof and continue  until  December  31, 2006.  This
Agreement supersedes all other agreements of a like or similar nature, including
those  Special  Severance  Agreements  that you signed on November  11, 1997 and
December  31,  2003  (the  "Prior  Agreements").   Such  former  agreements  are
considered null and void.

               (b)  One-Year  Evergreen  Provision:  Subject to  Subsection  (c)
                    ------------------------------
below, this Agreement shall be reviewed annually commencing in 2004 by the Board
at a regular  meeting  held between  October 1 and December 31 of each year.  At
such yearly review,  the Board shall consider  whether or not to extend the term
of this Agreement for an additional year. Unless the Board  affirmatively  votes
not to extend this Agreement at such yearly  review,  the term of this Agreement
shall be extended for a period of one year from the previous  termination  date.
In the event the Board so votes not to extend this  Agreement,  the  termination
date of this  Agreement  shall be the later of December  31, 2006 or  thirty-six
full calendar  months from December 31st of the year in which this Agreement was
last extended.

               (c) Subsection (b) above notwithstanding,  upon the occurrence of
a Change in Control, this Agreement shall be automatically extended for a period
of  thirty-six  full  calendar  months  commencing on the date of such Change in
Control.  At the end of such  thirty-six  month  period,  this  Agreement  shall
terminate.

          4.   Change in Control
               -----------------

          For the purpose of this Agreement, a "Change in Control" shall mean:

               (a) The  acquisition by any  individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act")) (a "Person") of  beneficial  ownership
(within the meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of 50%
(25% if such Person  proposes  any  individual  for election to the Board or any
member of the Board is the  representative of such Person) or more of either (i)
the then  outstanding  shares of common stock of the Company  (the  "Outstanding
Company Common Stock") or (ii) the combined voting power of the then outstanding
voting  securities of the Company  entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following  acquisitions  shall not  constitute a Change in Control:  (i) any
acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege),  (ii) any acquisition by the Company, (iii)
any  acquisition by any employee  benefit plan (or related  trust)  sponsored or
maintained by the Company or any  corporation  controlled by the Company or (iv)
any  acquisition  by any  corporation  pursuant to a  reorganization,  merger or
consolidation,  if, following such reorganization,  merger or consolidation, the
conditions  described in clauses (i), (ii) and (iii) of  Subsection  (c) of this
Section 4 are satisfied; or

                                       2

<PAGE>

               (b) Individuals who, as of the date hereof,  constitute the Board
(the  "Incumbent  Board") cease for any reason to constitute at least a majority
of the  Board;  provided,  however,  that any  individual  becoming  a  director
subsequent to the date hereof whose election,  or nomination for election by the
Company's  shareholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of either an actual or threatened election contest (within the meaning of
solicitations  subject to Rule 14a-12(c) of Regulation 14A promulgated under the
Exchange  Act  or any  such  successor  rule)  or  other  actual  or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or

               (c) Consummation of a reorganization,  merger or consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company,  in  each  case,  unless,   following  such   reorganization,   merger,
consolidation  or sale or other  disposition  of  assets,  (i) more than 75% of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting from such  reorganization,  merger or  consolidation or acquiring such
assets and the combined voting power of the then outstanding  voting  securities
of such  corporation  entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly,  by all or substantially all of
the individuals and entities who were the beneficial  owners,  respectively,  of
the Outstanding  Company Common Stock and Outstanding  Company Voting Securities
immediately prior to such reorganization, merger, consolidation or sale or other
disposition of assets in substantially  the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or sale or other
disposition of assets,  of the Outstanding  Company Common Stock and Outstanding
Company  Voting  Securities,  as the case may be, (ii) no Person  (excluding the
Company,  any employee  benefit  plan (or related  trust) of the Company or such
corporation  resulting  from  such  reorganization,   merger,  consolidation  or
acquiring such assets and any Person beneficially  owning,  immediately prior to
such  reorganization,  merger,  consolidation  or sale or other  disposition  of
assets,  directly or indirectly,  25% or more of the Outstanding  Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the  corporation  resulting from such  reorganization,
merger or consolidation or acquiring such assets or the combined voting power of
the then  outstanding  voting  securities of such  corporation  entitled to vote
generally  in the  election  of  directors  and (iii) at least a majority of the
members  of the  board of  directors  of the  corporation  resulting  from  such
reorganization, merger or consolidation or acquiring such assets were members of
the  Incumbent  Board  at the time of the  execution  of the  initial  agreement
providing  for  such  reorganization,  merger,  consolidation  or sale or  other
disposition of assets; or

               (d)  Approval  by the  shareholders  of the Company of a complete
liquidation or dissolution of the Company.

          5.   Termination
               -----------

               (a) Termination  Following Change in Control: If, within a period
                   ----------------------------------------
of thirty-six  full calendar months after a Change in Control (as defined above)
of the Company, you are discharged without Cause or resign for Good Reason (each
as defined  below),  you shall be  entitled  to the  benefits  provided  by this
Agreement as set forth in Section 6 below.

                                       3

<PAGE>

               (b) Good Reason:  If any of the following  events occurs  without
                   -----------
your express  consent and within  thirty-six full calendar months after a Change
in Control, you may voluntarily  terminate your employment within 30 days of the
occurrence of such event and be entitled to the severance  benefits set forth in
Section 6 below:

                    (1)  The  Company  assigns  any  duties  to  you  which  are
          inconsistent  with your  position,  duties,  offices,  titles,  status
          (including  membership on the Board of Directors)  responsibilities or
          reporting  requirements  in  effect  immediately  prior to a Change in
          Control, or your removal from or any failure to re-elect you to any of
          such positions or offices,  except in connection  with  termination of
          your employment for Cause, Disability,  death or Normal Retirement (as
          such terms are defined  below),  or by you other than for Good Reason;
          or

                    (2) Changes to your base salary are  inconsistent  with your
          annual  performance  review and the salary program applicable to other
          senior executives of the Company; or

                    (3) The Company discontinues any bonus or other compensation
          plans or any other benefit, stock ownership plan, stock purchase plan,
          stock option plan, life insurance plan,  health plan,  disability plan
          or similar plan (as the same existed  immediately  prior to the Change
          in Control) in which you  participated or were eligible to participate
          in immediately prior to the Change in Control and such discontinuation
          is not generally applicable to all participants in any such plan; or

                    (4) The Company  takes action which  adversely  affects your
          participation  in, or  eligibility  for, or  materially  reduces  your
          benefits otherwise earned or payable under, any of the plans described
          in (3)  above  (unless  such  action  is  required  by law),  or which
          deprives you of any material fringe benefit enjoyed by you immediately
          prior to the  Change  in  Control,  or fails to  provide  you with the
          number of paid  vacation days to which you were entitled in accordance
          with normal vacation policy immediately prior to the Change in Control
          unless  such  action by the  Company is  generally  applicable  to all
          participants in any such plan; or

                    (5) The  Company  requires  you to be based at any office or
          location  other  than one  within a 50 mile  radius  of the  office or
          location  at which you were based  immediately  prior to the Change in
          Control  (except for required  travel on the Company's  business to an
          extent substantially  consistent with your business travel obligations
          as they  existed at the time of a Change in  Control of the  Company);
          or, in the event you consent to being based  anywhere  more than fifty
          miles  from such  location,  the  failure  by the  Company  to pay (or
          reimburse  you for) all  reasonable  moving  expenses  incurred by you
          relating to a change of your  principal  residence in connection  with
          such  relocation and to indemnify you against any loss (defined as the
          difference  between the actual sale price of such residence  after the
          deduction  of all real estate  brokerage  charges and related  selling
          expenses  and the  higher  of (1) your  aggregate  investment  in such
          residence  or  (2)  the  fair  market  value  of  such  residence  (as
          determined by a real estate appraiser designated by you and reasonably
          satisfactory to the Company)) realized upon the sale of such residence
          in connection with any such change of residence; or

                                       4

<PAGE>

                    (6)  The  Company's  requiring  you  to  perform  duties  or
          services  which  necessitate  absence  overnight  from  your  place of
          residence,  because of travel involving the business or affairs of the
          Company,  to a degree not substantially  consistent with the extent of
          such absence  necessitated  by such travel during the period of twelve
          months immediately preceding a Change in Control of the Company; or

                    (7)  The  Company  purports  to  terminate  your  employment
          otherwise than as expressly permitted by this Agreement; or

                    (8) The Company fails to comply with and satisfy  Section 10
          below,  provided  that such  successor  has received at least ten days
          prior written notice from the Company or from you of the  requirements
          of Section 10 below.

          You shall have the sole right to determine, in good faith, whether any
of the above events has occurred.

               (c) For a period of 90 days  following  the  eighteen  (18) month
anniversary  of a Change in Control,  you may elect to terminate  employment  at
your discretion. In the event of such termination at your discretion,  you shall
receive all benefits  under this  Agreement  that you would have received if you
resigned for Good Reason and you will be deemed, for purposes of this Agreement,
as having resigned for Good Reason.

               (d) Cause:  Cause  shall  mean:  conviction  of a felony or crime
                   -----
involving an act of moral turpitude, dishonesty, or misfeasance.

               (e) Notice of  Termination:  Any  termination  by the Company for
                   ----------------------
Cause, or by you for Good Reason, shall be communicated by Notice of Termination
to the other  party  hereto  given in  accordance  with  Section 12 hereof.  For
purposes of this  Agreement,  a "Notice of  Termination"  means a written notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) to the extent  applicable,  sets forth in reasonable detail the facts
and circumstances  claimed to provide a basis for termination of your employment
under  the  provision  so  indicated  and (iii) if the Date of  Termination  (as
defined  below) is other than the date of receipt of such notice,  specifies the
Date of Termination.

               (f) Date of Termination:  "Date of Termination" means (1) if your
                   -------------------
employment is terminated  by the Company for Cause or without  Cause,  or by you
for Good Reason or other than for Good Reason,  the date of receipt by the other
party  hereto  of the  Notice  of  Termination,  and (2) if your  employment  is
terminated  by reason of death,  Disability  or Normal  Retirement  (as  defined
below),  the Date of  Termination  shall be the date of your death,  the date of
your receipt of Notice of  Termination,  or the first of the month following the
month  you reach the  normal  retirement  age for  employees  in your  position,
respectively.

               (g) Normal  Retirement:  If your  employment is terminated due to
                   ------------------
Normal  Retirement,  you shall not be entitled to severance  benefits under this
Agreement, regardless of the occurrence of a Change in Control. A termination by
Normal  Retirement  shall have occurred where your  termination is caused by the
fact that you have reached normal retirement age for employees in your position.

                                       5

<PAGE>

               (h)  Termination for Cause: If subsequent to a Change in Control,
                    ---------------------
your  employment is  terminated by the Company for Cause,  the Company shall pay
you your full base salary  through the Date of Termination at the rate in effect
at the time  Notice of  Termination  is given,  and you shall also  receive  all
accrued or vested benefits of any kind to which you are, or would otherwise have
been,  entitled throughout the Date of Termination (as defined in Subsection (f)
of this Section 5), and the Company shall  thereupon have no further  obligation
to you under this Agreement.

               (i)  Disability  or  Death:  If  termination  of your  employment
                    ---------------------
results from your  Disability  or death,  you shall not be entitled to severance
benefits  under this  Agreement,  regardless  of the  occurrence  of a Change in
Control.  You or your designated  beneficiary,  in the case of your death, shall
receive  all  accrued or vested  benefits of any kind to which you are, or would
otherwise have been,  entitled through the Date of Termination,  and the Company
shall thereupon have no further obligation to you under this Agreement.

          "Disability"  shall mean,  for the  purposes of this  Agreement,  your
total  and  permanent  disability  such that you would be  entitled  to  receive
Disability Retirement Income under the Company's qualified pension plans, except
for purposes of this  provision  you need not have  completed  ten (10) years of
service with the Company, followed by the Company giving you thirty days written
notice of its intention to terminate your employment by reason thereof, and your
failure because of your  Disability to resume the full-time  performance of your
duties within such period of thirty days and  thereafter  perform the same for a
period of two consecutive months.

          6.   Severance Benefits
               ------------------

          If, within a period of thirty-six  full calendar months after a Change
in Control of the Company,  you are discharged  without Cause or resign for Good
Reason, the following shall be applicable:

               (a)  The  Company  shall  pay to you  within  ten  business  days
following the Date of Termination a lump sum severance benefit, payable in cash,
in the amounts determined as provided below:

                    (1) Your full base salary through the Date of Termination at
          the rate in effect at the time Notice of Termination is given.

                    (2) In lieu of further  salary  payments  to you for periods
          subsequent  to the  Date  of  Termination,  an  amount  equal  to 2.99
          multiplied by the sum of your annual base salary at the rate in effect
          as of the Date of Termination (or, if higher, at the rate in effect as
          of the  time  of the  Change  in  Control)  plus  the  average  annual
          short-term  incentive  amount  awarded  to you under  the  FirstEnergy
          System Executive  Incentive  Compensation  Plan ("EICP") for the three
          years  immediately  preceding  the  year  during  which  the  Date  of
          Termination occurs whether or not fully paid.

               (b) For  purposes of the EICP,  you shall be  considered  to have
retired and will be paid the pro rata portion of any incentive award earned,  if
any, and any long-term  deferred  incentive awards earned, if any, per the terms
of the plan.

                                       6

<PAGE>

               (c) For purposes of FirstEnergy  stock options issued pursuant to
the  FirstEnergy  Executive  and  Director  Incentive   Compensation  Plan,  all
outstanding options will follow the terms of the option agreement(s).

               (d) For purposes of the Company's group health and life insurance
plans:

                    (1) If, on the Date of  Termination,  the  addition of three
          (3) years to your age would make you  eligible  to qualify for retiree
          health or life insurance  coverage under the Company's  then-in-effect
          group health or life insurance plans,  then you shall be considered as
          having  retired  for  purposes  of  retiree  health or life  insurance
          coverage  under such plan or plans for which the addition of three (3)
          years to your age would make you so eligible  and for purposes of such
          coverage you shall be credited with three (3) additional  years of age
          and service.  You shall be  responsible  for paying the normal retiree
          share of the applicable  premiums for retiree coverage under the group
          health and life insurance plans.

                    (2) If you  are  not  entitled  to  retiree  health  or life
          insurance coverage under Subsection (d)(1), then you shall be entitled
          to continue to participate, on the same terms and conditions as active
          employee participants,  in such plan or plans for which you are not so
          entitled to retiree coverage for a period of three (3) years after the
          Date of Termination.  During such  continuation  period,  you shall be
          responsible  for paying the normal  employee  share of the  applicable
          premiums for coverage under the health and life insurance plans.

                    (3) The  Company  shall have the right to  modify,  amend or
          discontinue  the  Company's  group  health  and life  insurance  plans
          following the Date of  Termination  and your  continued  participation
          therein,  and the continued  participation of any other person therein
          under  Subsection  (h) below,  shall be subject to such  modification,
          amendment  or  discontinuation  if  such  modification,  amendment  or
          discontinuation applies generally to the then-current  participants in
          such plan.

                    (4) If the Company is not  permitted  to provide  continuing
          coverage  under  the  terms of the  Company's  group  health  and life
          insurance  plans and related  trusts,  then the  Company may  purchase
          health  and/or  life  insurance  for you for the period  specified  in
          Subsection (d)(1) or (d)(2), as applicable,  with coverage  comparable
          to the applicable  coverage  under the Company's  group health or life
          insurance  plan, as applicable,  then in effect,  as the same may have
          been modified amended or discontinued in accordance with the terms and
          provisions of the applicable plan under this Subsection (d).

                    (5) The  health  benefit  continuation  provided  under this
          Subsection (d) shall satisfy the Company's obligations to provide, and
          any rights that you may have to, COBRA coverage continuation under the
          health care continuation  requirements under the federal  Consolidated
          Omnibus Budget  Reconciliation Act, as amended,  Part VI of Subtitle B
          of Title I of the Employee  Retirement Income Security Act of 1974, as
          amended, and Section 4980B(f) of the Internal Revenue Code of 1986, as
          amended (the "Code"), or any successor provisions thereto.

                                       7

<PAGE>

               (e) For  purposes of the  FirstEnergy  Corp.  Executive  Deferred
Compensation  Plan ("Deferred  Compensation  Plan"),  you shall be credited with
three (3) additional years of age and service.

               (f) For all purposes  under the  FirstEnergy  Corp.  Supplemental
Executive  Retirement  Plan  ("SERP"),  you  shall be  credited  with  three (3)
additional years of age and service,  and your accrued benefit, if any, shall be
fully vested.  If you are eligible on the Date of Termination under the SERP and
with such  additional  age and service credit to commence your benefit under the
SERP,  your  benefit  under  the SERP  will  commence  on the first of the month
following the Date of Termination  and your monthly  benefit from the SERP shall
be calculated in accordance  with the terms of the SERP and this  Subsection (f)
except that (1) until you reach age 55, such SERP  benefit  shall be offset only
by any  compensation  earned by you from a  subsequent  employer  as provided in
paragraph (j) below, (2) at age 55 and until you reach age 62, such SERP benefit
shall be offset only by the monthly amounts to which you will be entitled at age
55 from the Company's  tax-qualified  pension plan,  the  supplementary  pension
make-up benefit under the Deferred  Compensation  Plan and/or the  tax-qualified
pension  plan  of  any  previous  employers  (collectively,  "Pension  Income"),
irrespective  of whether you receive such benefits at that time, and, (3) at age
62 and  thereafter  such SERP benefit shall be offset only by Pension Income and
the monthly primary Social Security Benefit to which you will be entitled at age
62, irrespective of whether you receive such benefits at that time.

               (g) In addition to the payment  required by  Subsection  (a), the
Company  shall  pay to you  within  ten  business  days  following  the  Date of
Termination a special lump sum severance benefit,  payable in cash, in an amount
equal to $33,000.

               (h) In the  event  that  because  of their  relationship  to you,
members of your family or other individuals are covered by any plan, program, or
arrangement  described in Subsection (d) above  immediately prior to the Date of
Termination,  the  provisions set forth in Subsection (d) shall apply equally to
require the continued coverage of such persons; provided, however, that if under
the terms of any such plan,  program or arrangement,  any such person would have
ceased to be eligible for coverage  other than  because of your  termination  of
employment  during the  period in which the  Company is  obligated  to  continue
coverage  for you,  nothing  set forth  herein  shall  obligate  the  Company to
continue to provide coverage which would have ceased even if you had remained an
employee of the Company.

               (i) Other Benefits Payable:  The severance  benefits described in
                   ----------------------
Subsections  (a), (b), (c), (d), (e), (f), (g) and (h) above shall be payable in
addition  to,  and not in lieu of,  all other  accrued  or vested or earned  but
deferred  compensation,  rights,  options or other benefits which may be owed to
you  following  your  discharge or  resignation  (and are not  contingent on any
Change in Control  preceding  such  termination),  including but not limited to,
accrued and/or banked vacation,  amounts or benefits payable,  if any, under any
bonus or other  compensation  plans,  stock option plan,  stock  ownership plan,
stock  purchase plan,  life  insurance  plan,  health plan,  disability  plan or
similar plan.

               (j) Payment Obligations:  Other than as set forth in the Deferred
                   -------------------
Compensation  Plan  or  the  SERP,  upon  a  Change  in  Control  the  Company's
obligations to pay the severance  benefits or make any other payments  described
in  this  Section  6  shall  not  be  affected  by  any  set-off,  counterclaim,
recoupment,  defense or other right which the Company or any of its subsidiaries

                                       8

<PAGE>

may have against you or anyone else.  If you are less than age 55 at the time of
your  discharge  without  Cause  or your  resignation  for  Good  Reason,  then,
commencing  24 months  after the Date of  Termination,  you shall be required to
seek  employment  elsewhere  and  thereby  mitigate  the amount of SERP  benefit
payable under Subsection  (f)(1). You shall not be required to accept a position
other than as a senior executive of an entity  comparable in size to the Company
and having duties, responsibilities and authority substantially similar in scope
and nature to your  position with the Company  immediately  prior to the Date of
Termination.  Upon obtaining  such  employment,  you shall  promptly  notify the
Company of the  compensation and benefits you received or will receive from such
new employer and of any changes therein.

              (k) Legal Fees and Expenses:  Subject to and contingent  upon the
                   -----------------------
occurrence  of a Change  in  Control  the  Company  agrees  to pay  promptly  as
incurred, to the full extent permitted by law, all legal fees and expenses which
you may reasonably  thereafter  incur as a result of any contest,  litigation or
arbitration (regardless of the outcome thereof) by the Company, you or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement, the Deferred Compensation Plan, or the SERP (including any contest by
you about the amount of any payment  pursuant to this  Agreement,  the  Deferred
Compensation  Plan or the  SERP),  plus in each  case  interest  on any  delayed
payment at the rate of 150% of the Prime Rate as  published  in the Wall  Street
Journal in the Money Rates Table on the business day  immediately  preceding the
conclusion of any such contest, litigation or arbitration.

               (l) Certain Additional Payments by the Company:

                    (1)   Anything   in   this   Agreement   to   the   contrary
          notwithstanding,  in the event that you become  entitled to  severance
          benefits under this Section 6 hereof, the Deferred  Compensation Plan,
          the SERP or otherwise,  and it shall be determined that any payment or
          distribution  by the Company to you or for your benefit,  whether paid
          or payable or  distributed or  distributable  pursuant to the terms of
          this Agreement,  the Deferred Compensation Plan, the SERP or otherwise
          (a  "Payment"),  would be subject to the excise tax imposed by Section
          4999 of the Code or any  interest or  penalties  with  respect to such
          excise tax (such  excise  tax,  together  with any such  interest  and
          penalties,  are  hereinafter  collectively  referred to as the "Excise
          Tax"), then you shall be entitled to receive an additional  payment (a
          "Gross-Up Payment") in an amount such that after payment by you of all
          taxes  (including  any interest or  penalties  imposed with respect to
          such  taxes),  including  any Excise Tax,  imposed  upon the  Gross-Up
          Payment,  you retain an amount of the  Gross-Up  Payment  equal to the
          Excise Tax imposed upon the Payments.

                    (2)  All  determinations  required  to be  made  under  this
          Subsection (l),  including  whether a Gross-Up Payment is required and
          the amount of such  Gross-Up  Payment,  shall be made in good faith by
          the Company which shall provide  detailed  supporting  calculations to
          you  within 15  business  days after the date of  termination  of your
          employment, if applicable, or such earlier time as is requested by the
          Company.  If the Company  determines  that no Excise Tax is payable by
          you,  it shall  furnish  you with an opinion of counsel  that you have
          substantial  authority  not to report any  Excise Tax on your  federal
          income tax return. Except as hereinafter  provided,  any determination
          by the Company  shall be binding upon the Company and you. As a result
          of the  uncertainty in the  application of Section 4999 of the Code at
          the time of the initial determination by the Company hereunder,  it is
          possible that Gross-Up  Payments  which will not have been made by the
          Company should have been made  ("Underpayment"),  consistent  with the
          calculations required to be made hereunder.  In the event that you are
          required  to make a payment  of any  Excise  Tax,  the  Company  shall
          determine  the amount of the  Underpayment  that has  occurred and any
          such Underpayment  shall be promptly paid by the Company to you or for
          your benefit.

                                       9

<PAGE>

          7.   Assignability
               -------------

          This  Agreement  is binding on and is for the  benefit of the  parties
hereto and their respective  successors,  heirs,  executors,  administrators and
other legal representatives.  Neither this Agreement nor any right or obligation
hereunder may be assigned by the Company (except to any subsidiary or affiliate)
or by you.

          8    Non-Competition
               ---------------

          If,  subsequent  to a  Change  in  Control  of the  Company,  you  are
discharged  without  Cause or resign for Good  Reason,  then for a period of two
years after the Date of  Termination,  you shall not on your own account without
the consent of the Company, or as a shareholder,  employee,  officer,  director,
consultant  or  otherwise,  engage  directly or  indirectly  in any  business or
enterprise  which is in competition  with the Company.  For all purposes of this
agreement the words "competition with the Company" shall mean:

(a)       Directly participate or engage, on the behalf of other parties, in the
          purchase of  products,  supplies  or  services of the kind,  nature or
          description of those sold by the Company,

(b)       Solicit,  divert,  take  away  or  attempt  to  take  away  any of the
          Company's Customers or the business or patronage of any such Customers
          of the Company;

(c)       Solicit,  entice,  lure,  employ  or  endeavor  to  employ  any of the
          Company's employees;

(d)       Divulge  to  others  or use for  your  own  benefit  any  confidential
          information obtained during the course of your employment with Company
          relative   to   sales,   services,   processes,   methods,   machines,
          manufacturers, compositions, ideas, improvements, patents, trademarks,
          or inventions belonging to or relating to the affairs of Company;

(e)       Divulge  to  others  or use to your  own  benefit  any  trade  secrets
          belonging to the Company obtained during the course of your employment
          or that you became aware of as a consequence of your employment.

               The term  "Customer"  shall mean any person,  firm,  association,
               corporation  or other entity to which you or the Company has sold
               the Company's  products or services within the  twenty-four  (24)
               month  period  immediately  preceding  the  termination  of  your
               employment  with the Company or to which you or the Company is in
               the process of selling its products or services,  or to which you
               or the  Company  has  submitted  a bid,  or is in the  process of
               submitting a bid to sell the Company's products or services.

          However,  nothing herein  contained  shall prevent you from purchasing
and holding for  investment  less than 5% of the shares of any  corporation  the

                                       10

<PAGE>

shares of which are regularly traded either on a national securities exchange or
in the  over-the-counter  market, and  notwithstanding any provision hereof, you
may disclose to any and all persons,  without  limitation  of any kind,  the tax
treatment  and any  facts  that  may be  relevant  to the tax  structure  of the
transactions  contemplated  by this  Agreement,  other than any  information for
which  nondisclosure is reasonably  necessary in order to comply with applicable
federal or state  securities laws, and except that, with respect to any document
or other information that in either case contains information concerning the tax
treatment or tax structure of such  transactions  as well as other  information,
this paragraph shall apply only to such portions of the document or similar item
that is relevant to an understanding of such tax treatment or tax structure.

          9.   Non-Disparagement
               -----------------

          You and the Company agree that neither party shall disparage the other
nor shall either party  communicate to any person and/or entity in a manner that
is disrespectful, demeaning, and/or insulting toward the other party.

          10.  Successor
               ---------

          The Company shall require any successor  (whether  direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  and/or  assets of the  Company to assume  expressly  and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession  had taken place.
As used in this  Agreement,  "Company"  shall mean the Company as herein  before
defined and any  successor to its  business  and/or  assets as  aforesaid  which
assumes and agrees to perform this  Agreement by operation of law, or otherwise.
Failure of the Company to obtain such agreement  prior to the  effectiveness  of
such  succession  shall be a breach of this  Agreement  and shall entitle you to
compensation  from the  Company in the same  amount and on the same terms as you
would be entitled  hereunder if you terminated  your employment for Good Reason,
except that for purposes of  implementing  the foregoing,  the date on which any
such succession becomes effective shall be deemed the Date of Termination.

          This  Agreement  shall inure to the benefit of and be  enforceable  by
your personal or legal representatives,  executors, administrators,  successors,
heirs, distributees,  devisees and legatees. If you should die while any amounts
would still be payable to you hereunder if you had  continued to live,  all such
amounts,  unless otherwise provided herein, shall be paid to such beneficiary or
beneficiaries  as you shall have  designated by written notice  delivered to the
Company prior to your death or, failing such written notice, to your estate.

          11.  Amendment; Waiver
               -----------------

          This  Agreement may be amended only by an instrument in writing signed
by the  parties  hereto,  and any  provision  hereof  may be  waived  only by an
instrument  in  writing  signed by the party or  parties  against  whom or which
enforcement of such waiver is sought.  The failure of either party hereto at any
time to require  the  performance  by the other  party  hereto of any  provision
hereof shall in no way affect the full right to require such  performance at any
time thereafter,  nor shall the waiver by either party hereto of a breach of any
provision  hereof  be taken or held to be a waiver of any  succeeding  breach of
such  provision  or a waiver  of the  provision  itself or a waiver of any other
provision of this Agreement.

                                       11

<PAGE>

          12.  Notices
               -------

          All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

               If to you:
               ---------

               Mr. Anthony J. Alexander
               2936 Ironwood Drive
               Akron, OH  44312

               If to the Company:
               ------------------

               Secretary
               FirstEnergy
               76 South Main Street
               Akron, Ohio 44308

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

          13.  Validity
               --------

          The invalidity or  unenforceability  of any provision or provisions of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this  Agreement,  which shall remain in full force and effect,  nor
shall the invalidity or  unenforceability  of a portion of any provision of this
Agreement  affect  the  validity  or  enforceability  of  the  balance  of  such
provision.  If any provision of this Agreement,  or portion thereof is so broad,
in scope or duration, as to be unenforceable,  such provision or portion thereof
shall be interpreted to be only so broad as is enforceable.

          14.  Withholding
               -----------

          The Company may withhold from any amounts payable under this Agreement
such Federal,  state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

          15.  Entire Agreement
               ----------------

          This Agreement  contains the entire  understanding  of the Company and
you  with  respect  to the  subject  matter  hereof  and  supercedes  all  other
agreements of like or similar nature, including the Prior Agreements.

          16.  Applicable Law
               --------------

          This Agreement  shall be governed by and construed in accordance  with
the substantive internal law and not the conflict of law provisions of the State
of Ohio.

                                       12

<PAGE>

          If the terms of the foregoing  Agreement are acceptable to you, please
sign and return to the Company the  enclosed  copy of this  Agreement  whereupon
this Agreement shall become a valid and legally binding contract between you and
the Company.


                        Very truly yours,


                        FIRSTENERGY CORP.



                         By:_______________________________________
                            Lynn M. Cavalier
                            Vice President, Human Resources

                         Accepted and Agreed as of the date first above written:


                         ------------------------------------------
                                  Anthony J. Alexander


                                       13