***FirstEnergy
      Corp.***


***Executive
      and Director Incentive Compensation Plan***


***Restricted
      Stock Unit Agreement (Discretionary)***




Restricted
        Stock Unit
        Agreement No.: **RSUD5
        (A)**
  Number
        of Restricted
        Stock
 Units
        Awarded:   ________ **units**
 
 Date
        of Grant: **March
        1,
        2006**
 
 Closing
        Date:  **March
        25,
        2006**




This
      Restricted
      Stock Unit Agreement (the “Agreement”) is entered into as of the 1 st day of March, 2006
      between FirstEnergy Corp. and _____________ (the “Grantee”). For the purposes of
      this Agreement, the term “Company” or “FE” means FirstEnergy Corp. and/or its
      subsidiaries, singularly or collectively.





**SECTION
      ONE
      - AWARD**





As
      of the date of this Agreement, in accordance with the FirstEnergy Corp.
      Executive and Director Incentive Compensation Plan (the “Plan”) and the terms
      and conditions of this Agreement, the Company grants to the Grantee the right
      to
      receive, at the end of the Period of Restriction (as defined below) a number
      of
      shares common stock of the Company (“Common Stock”) equal to number of
      restricted stock units set forth above (the “Restricted Stock Units”).





**SECTION
      TWO
      - GENERAL TERMS**





This
      agreement is
      subject to the Plan and the following terms and conditions:





**Period
      of
      Restriction**





For
      the purposes of this Agreement, “Period of Restriction” means the period
      beginning on the Date of Grant set forth above and ending on the earliest of:





a)
            5:00
                p.m.
                Akron Time on March 1, 2011;


b)
            The
                date of
                the Grantee’s death;


c)
            The
                date that
                the Grantee’s employment is terminated due to
                Disability;


d)
            The
                date that
                Grantee’s employment is terminated at any time following a Change in
                Control, provided that such termination occurs under the conditions
                specified in either Section 5(a) or 5(b) of Grantee’s Special Severance
                Agreement dated _________, but without regard to the thirty-six (36)
                month
                period specified in Section 5(a) or 5(b) of Grantee’s Special Severance
                Agreement, dated _______________.





In
      addition, to the extent described under the caption “Forfeiture” below, the
      Period of Restriction will end with respect to a pro rata portion of the
      Restricted Stock Units if the Grantee’s employment is terminated as a result of
      involuntary termination or retirement under certain conditions. Neither the
      Restricted Stock Units nor the right to receive the Common Stock issuable under
      the Restricted Stock Units may be sold, transferred, pledged or assigned by
      the
      Grantee until the end of the Period of Restriction, except as set forth in
      Section Three of this Agreement.





1


**Withholding
      Tax**




The
      Company shall have the right to deduct, withhold, or require the Grantee to
      surrender an amount sufficient to satisfy federal (including FICA and Medicare),
      state, and/or local taxes required by law to be withheld in connection with
      the
      grant of the Restricted Stock Units or the issuance of shares of Common Stock
      subject to the Restricted Stock Units. Under the terms of the Plan, taxes can
      be
      paid by check, by payroll withholding, or by withholding shares issuable under
      the Restricted Stock Units awarded under this Agreement, as elected by the
      Grantee.




**Delivery
      of
      Common Stock**





Upon
      payment of tax
      obligations and as soon as practicable after the end of the Period of
      Restriction, the Company shall issue to the Grantee shares of FE Common Stock
      under the Restricted Stock Units. The Company will issue a number of shares
      of
      Common Stock equal to the number of Restricted Stock Units awarded under this
      Agreement, as adjusted, less any shares withheld to cover the tax obligations
      in
      accordance with the preceding paragraph; provided that, no fractional shares
      of
      Common Stock will be issued under the Restricted Stock Units and any fractional
      shares to which the Grantee would otherwise be entitled will be rounded up
      to
      the next full share. Notwithstanding the foregoing, if the Grantee is a
      specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code
      and the Period of Restrictions ends as a result of Grantee’s separation from
      service (other than as a result of the Grantee’s death or Disability), no
      issuance of shares of FE Common Stock under the Restricted Stock Units will
      be
      made to the Grantee prior to the date which is six months after the date of
      the
      Grantee’s separation from service within the meaning of that Section, or if
      earlier, the date of Grantee’s death. All shares issued will be registered in
      the name of the Grantee and will be held in safekeeping with FE.





**Share
      Value
      Protection Rights**





1.
            If
                Grantee’s
                employment with the Company or its immediate successor is terminated
                at
                any time under the conditions specified in either Section 5(a) or
                5(b) of
                Grantee’s Special Severance Agreement dated XX, but without regard to the
                thirty-six (36) month period specified in Section 5(a) or 5(b) of
                such
                Special Severance Agreement, Grantee shall be entitled to a lump
                sum cash
                payment within ten (10) days after such termination of employment
                determined by subtracting (a) from (b) and multiplying such difference,
                if
                any, by (c) where:







(a)
      equals the
      Fair Market Value of a Share on the date of such termination of
      employment;




(b) equals the greater of (i) or (ii), where:


(i)
      is the Fair
      Market Value of a Share on March 1, 2006; and


(ii)
      is the Fair
      Market Value of a Share on the date of the Change in Control; and


(c) equals
      ___________ Shares.





If
                the Fair
                Market Value of a Share determined under (a) above is equal to or
                greater
                than the amount determined under (b) above, no payment shall be made
                under
                this Paragraph 1.





2.
            If
                Grantee’s
                employment with the Company or its immediate successor continues
                after a
                Change in Control without termination until the date that the Restricted
                Shares cease to be restricted in accordance with paragraphs a), b)
                or c)
                of Section 1 of the Restricted Period set forth in the Restricted
                Stock
                Unit Agreement between the Company and the Grantee dated March 1,
                2006,
                Grantee or his beneficiary shall be entitled to a lump sum cash payment
                within ten (10) days after such date that the Restricted Shares cease
                to
                be restricted in accordance with such paragraphs determined by subtracting
                (a) from (b) and multiplying such difference, if any, by (c)
                where:







2


(a)
      equals the Fair Market Value of a Share on the date such restrictions
      lapse;


(b)
      equals the
      greater of (i) or (ii), where:


(i)
       is the Fair Market Value of a Share on March 1, 2006; and


(ii)
      is the Fair Market Value of a Share on the date of the Change in Control;
      and


(c)
      equals
      __________ Shares.




If
                the Fair
                Market Value of a Share determined under (a) above is equal to or
                greater
                than the amount determined under (b) above, no payment shall be made
                under
                this Paragraph 2.





3.
            Grantee
                shall
                be entitled to payment under either paragraph 1 or 2 above and once
                a
                payment has been made under either paragraph, no further payment
                shall be
                made under this Section relating to Share Value Protection
                Rights.





4.
            An
                adjustment
                may be made to the above calculations as determined by the Committee,
                in
                its sole discretion, to prevent dilution or enlargement in a manner
                as
                authorized under this Restricted Stock Unit Agreement and Section
                4.3 of
                the Plan in connection with any events of the type provided for in
                said
                Section 4.3.





5.
            Notwithstanding
                anything to the contrary in this Section relating to Share Value
                Protection Rights, Grantee shall be entitled to the Restricted Shares
                upon
                satisfaction of the other sections of this Agreement even if there
                is no
                cash payment made under this Section relating to Share Value Protection
                Rights.





**Forfeiture**





The
      Grantee shall forfeit all of the Restricted Stock Units and any right under
      this
      Agreement to receive Common Stock upon the occurrence of any the following
      events before the expiration of the Period of Restriction:





·
            Termination
                of
                employment with the Company or its subsidiaries for any reason.
                Notwithstanding the foregoing, no forfeiture shall occur if termination
                of
                employment with the Company is due to death, Disability (as defined
                under
                the then established rules of the Company or any of its subsidiaries,
                as
                the case may be) or is pursuant to either Section 5(a) or (b) of
                Grantee’s
                Special Severance Agreement dated
                _______________.





·
            Any
                attempt to
                sell, transfer, pledge, or assign the Restricted Stock Units or the
                right
                to receive the Common Stock issuable under the Restricted Stock Units
                in
                violation of this Agreement.





If
      the Grantee’s employment is involuntary terminated under conditions in which the
      Grantee qualifies for and elects benefits under the Company’s Severance Benefits
      Plan, or if the Grantee retires (as defined under the then established rules
      of
      the Company or any of its subsidiaries, as the case may be), the Restricted
      Stock Units in this Agreement will be forfeited and payable as follows, subject
      to Section 3.8 of the Plan:





·
            If
                the
                Grantee’s employment terminates prior to three full years after the Date
                of Grant, all Restricted Stock Units and any Restricted Stock Units
                earned
                as Dividend Equivalents will be forfeited.


·
            If
                the
                Grantee’s employment terminates three full years or more after the Date of
                Grant, the Grantee will be entitled to a prorated number Restricted
                Stock
                Units. The prorated number of Restricted Stock Units will be determined
                by
                multiplying the number of shares initially awarded by the number
                of full
                months served after the date of grant, divided by sixty months.
                Additionally, the Grantee will be entitled to all Restricted Stock
                Units
                earned as Dividend Equivalents on this Award, as of the date of
                termination. The remaining portion of Restricted Stock Units initially
                granted will be forfeited. The prorated portion will be issued as
                soon as
                practicable after the termination, subject to satisfying the applicable
                tax withholding requirements.





3


Upon
      the occurrence
      of any of the above before the expiration of the Period of Restriction, the
      Restricted Stock Units shall be forfeited by the Grantee to the Company and
      the
      Grantee’s interest in the Restricted Stock Units and the Common Stock issuable
      under the Restricted Stock Units, including the right to receive Dividend
      Equivalents (as defined below) shall terminate immediately in accordance with
      the foregoing, unless such forfeiture is waived in the sole discretion of the
      Committee.





**Continuing
      Transfer Restrictions**




Should
      Grantee’s
      employment with FE continue after expiration of the Period of Restriction,
      until
      such time as Grantee’s employment with FE and its subsidiaries terminates, the
      Grantee will not be permitted to sell, transfer, pledge, or assign
      (collectively, “Transfer”) shares of Common Stock issued under this Agreement
      (the “Transfer Restricted Securities”) to the extent prohibited in this
      paragraph. If Grantee is subject to the employee share ownership guidelines
      established by the Committee, then Grantee may not Transfer any Transfer
      Restricted Securities to the extent that Grantee’s aggregate ownership of FE
      stock immediately before and after the Transfer does not meet or exceed the
      ownership level that applies to Grantee under those share ownership guidelines.
      In addition, if Grantee is subject to the employee share ownership guidelines
      established by the Committee, in no case may Grantee Transfer any Transfer
      Restricted Securities to the extent that the Transfer, when aggregated with
      all
      of Grantee’s other Transfers, would cause Grantee to cease to own directly at
      least one-half of the Transfer Restricted Securities. Any attempt to Transfer
      any Transfer Restricted Securities in violation of the foregoing shall be void,
      and FE shall not record such transfer on its books or treat any purported
      transferee of the Transfer Restricted Securities as the owner of such shares
      for
      any purpose. The Committee may, however, in its sole discretion waive the
      foregoing transfer restrictions in whole or in part. In addition, the Grantee
      will be permitted to tender shares issuable under the Restricted Stock Units
      to
      FE under Section 16.2 of the Plan in the amount necessary to satisfy tax
      withholding obligations associated with the Restricted Stock Units, and those
      shares tendered to FE will not be considered to be Transfer Restricted
      Securities.




Grantee
      agrees that
      FE may maintain custody of the certificate or certificates evidencing the
      Transfer Restricted Securities until the expiration of Grantee’s employment with
      FE and its subsidiaries in order to enforce the restrictions provided in this
      Agreement. Upon the termination of Grantee’s employment with FE and its
      subsidiaries for any reason after (or contemporaneous with) termination of
      the
      Period of Restriction, the Grantee’s shares will be free of all encumbrances,
      provided that the Grantee has made the necessary arrangements with FE to satisfy
      any withholding obligations.





**Dividend
      Equivalents**





With
      respect to the
      Restricted Stock Units granted pursuant to this Agreement, the Grantee will
      be
      credited on the books and records of the Company with an amount per unit (the
      “Dividend Equivalent”) equal to the amount per share of any cash dividends
      declared by the Board on the outstanding Common Stock of the Company. Such
      Dividend Equivalents will be credited in the form of an additional number of
      Restricted Stock Units (which Restricted Stock Units, from the time of
      crediting, will be deemed to be in addition to and part of the base number
      of
      Restricted Stock Units awarded in Section One for all purposes hereunder, except
      that such Restricted Stock Units will not be subject to pro rata forfeiture)
      equal to the aggregate amount of Dividend Equivalents credited on this Award
      on
      the respective dividend payment date divided by the average of the high and
      low
      price per share of Common Stock on the respective dividend payment date. Until
      the Period of Restriction lapses or any forfeiture of the Restricted Stock
      Units
      occurs pursuant to the terms and conditions described above, the Company will
      credit, in additional Restricted Stock Units, to the Grantee’s Restricted Stock
      Unit award, an amount equal to the Dividend Equivalents in the manner set forth
      above.





4


**Shareholder
      Rights**





The
      Grantee shall have no rights as a shareholder of the Company, including voting
      rights, with respect to the Restricted Stock Units until the issuance of FE
      Common Stock upon expiration of the Period of Restriction.





**Effect
      on
      the Employment Relationship**





Nothing
      in this
      Agreement guarantees employment with the Company or any Subsidiary, nor does
      it
      confer any special rights or privileges to the Grantee as to the terms of
      employment.





**Adjustments**





In
      the event of any merger, reorganization, consolidation, recapitalization,
      separation, liquidation, stock dividend, stock split, combination, distribution,
      or other change in corporate structure of the Company affecting the Common
      Stock, the Committee will adjust the number and class of securities granted
      under this Agreement in a manner determined by the Committee, in its sole
      discretion, to be appropriate to prevent dilution or enlargement of the
      Restricted Stock Units granted under this Agreement.





**Administration**





1.
            This
                Agreement
                is governed by the laws of the State of Ohio without giving effect
                to the
                principles of conflicts of laws.




2
            The
                terms andconditionsof this Award
                may be modified by the Committee




(a)
            In
                any case
                permitted by the terms of the Plan or this
                Agreement,


(b)
            with
                the
                written consent of the Grantee, or


(c)
            without
                the
                consent of the Grantee if the amendment is either not materially
                adverse
                to the interests of the Grantee or is necessary or appropriate in
                the view
                of the Committee to conform with, or to take into account, applicable
                law.




3.
            The
                administration of this Agreement and the Plan will be performed in
                accordance with Article 3 of the Plan. All determinations and decisions
                made by the Committee, the Board, or any delegate of the Committee
                as to
                the provisions of the Plan shall be final, conclusive, and binding
                on all
                persons.





4.
            The
                terms of
                this Agreement are governed at all times by the official text of
                the Plan
                and in no way alter or modify the
                Plan.





5.
            If
                a term is
                capitalized but not defined in this Agreement, it has the meaning
                given to
                it in the Plan.





6.
            To
                the extent
                a conflict exists between the terms of this Agreement and the provisions
                of the Plan, the provisions of the Plan shall
                govern.





**SECTION
      THREE - TRANSFER OF AWARD**




Neither
      the
      Restricted Stock Units nor the right to receive the Common Stock issuable under
      the Restricted Stock Units are transferable
      during
      the life of the Grantee. Only the Grantee shall have the right to receive the
      Common Stock issuable under the Restricted Stock Units, unless the Grantee
      is
      deceased, at which time the Common Stock issuable under the Restricted Stock
      Units may be received by the Grantee’s beneficiary (as designated under Article
      12 of the Plan) or by will or by the laws of descent and
      distribution.










5


**FirstEnergy
              Corp.**By:Corporate
              Secretary


I acknowledge
      receipt of this Restricted Stock Unit Agreement and I accept and agree with
      the
      terms and conditions stated above.


_________________
              Date:
            (Signature
              of
              Grantee)




6