FIRSTENERGY CORP.

               EXECUTIVE AND DIRECTOR INCENTIVE
                      COMPENSATION PLAN







                                FE Plan effective May 1, 1998
                                Revised November 16, 1998

































                     Table of Contents
                                                            Page
                                                            ----

Article 1   Establishment, Purpose, and Duration              1
            1.1   Establishment of the Plan                   1
            1.2   Purpose of the Plan                         1
            1.3   Duration of the Plan                        1

Article 2   Definitions and Construction                      1
            2.1   Definitions
                  2.1.1   Award                               1
            2.1.2   Beneficial Owner                          1
            2.1.3   Black-Scholes Value                       1
            2.1.4   Board or Board of Directors               1
            2.1.5   Cash Award                                1
            2.1.6   Cause                                     1
            2.1.7   Change in Control                         2
            2.1.8   Code                                      4
            2.1.9   Committee                                 4
            2.1.10   Company                                  4
            2.1.11   Covered Employee                         4
            2.1.12   Directors' Award                         4
            2.1.13   Exchange Act                             4
            2.1.14   Fair Market Value                        4
            2.1.15   Incentive Stock Option or ISO            4
            2.1.16   Key Employee                             4
            2.1.17   Nonqualified Stock Option or NSO         4
            2.1.18   Option                                   4
            2.1.19   Outside Director                         4
            2.1.20   Participant                              4
            2.1.21   Performance Share                        5
            2.1.22   Period of Restriction                    5
            2.1.23   Person                                   5
            2.1.24   Plan                                     5
            2.1.25   Restricted Stock                         5
            2.1.26   Subsidiary                               5
            2.1.27   Standard Rate                            5
            2.1.28   Stock                                    5
            2.1.29   Stock Appreciation Right or SAR          5
            2.1.30   Voting Stock                             5
      2.2   Gender and Number                                 5
      2.3   Severability                                      5






                     Table of Contents

Article 3   Administration                     
            3.1   The Committee                               5
            3.2   Authority of the Committee                  5
            3.3   Selection of Participants                   6
            3.4   Decisions Binding                           6
            3.5   Delegation of Certain Responsibilities      6
            3.6   Procedures of the Committee                 6
            3.7   Award Agreements                            7
            3.8   Conditions on Awards                        7
            3.9   Saturdays, Sundays, and Holidays            7

Article 4   Stock Subject to the Plan                  
            4.1   Number of Shares                            7
            4.2   Lapsed Awards                               8
            4.3   Adjustments in Authorized Shares            8

Article 5   Eligibility and Participation
            5.1   Eligibility                                 8
            5.2   Actual Participation                        8

Article 6   Stock Options 
            6.1   Grant of Options                            8
            6.2   Option Agreement                            9
            6.3   Option Price                                9
            6.4   Duration of Options                         9
            6.5   Exercise of Options                         9
            6.6   Payment                                     9
            6.7   Restrictions on Stock Transferability      10
            6.8   Termination of Employment Due to Death,    10
                  Disability, or Retirement
            6.9   Termination of Employment for              10
                  Other Reasons
            6.10  Nontransferability of Options              10



                   Table of Contents

Article 7   Stock Appreciation Rights
            7.1   Grant of Stock Appreciation Rights         11
            7.2   Exercise of SARS in Lieu of Options        11
            7.3   Exercise of SARS in Addition to Options    11
            7.4   Exercise of SARS Independent of Options    11
            7.5   Payment of SAR Amount                      12
            7.6   Form and Timing of Payment                 12
            7.7   Term of SAR                                12
            7.8   Termination of Employment                  12
            7.9   Nontransferability of SARs                 12

Article 8   Restricted Stock
            8.1   Grant of Restricted Stock                  12
            8.2   Restricted Stock Agreement                 12
            8.3   Transferability                            12
            8.4   Other Restrictions                         13
            8.5   Certificate Legend                         13
            8.6   Removal of Restrictions                    13
            8.7   Voting Rights                              13
            8.8   Dividends and Other Distributions          13
            8.9   Termination of Employment Due              13
                  to Retirement
            8.10  Termination of Employment Due to Death     14
                  or Disability
            8.11  Termination of Employment for              14
                  Other Reasons

Article 9   Performance Shares
            9.1   Grant of Performance Shares                14
            9.2   Value of Performance Shares                14
            9.3   Payment of Performance Shares              15
            9.4   Committee Discretion to Adjust Awards      15
            9.5   Form and Timing of Payment                 15
            9.6   Termination of Employment Due to Death,    15
                  Disability, or Retirement
            9.7   Termination of Employment for              15
                  Other Reasons
            9.8   Nontransferability                         16

Article 10  Cash Awards
            10.1  Grant of Cash Award                        16
            10.2  Cash Award Performance Criteria            16
            10.3  Payout of Cash awards                      16
            10.4  Conversion of Cash Award Payout            16
                  Restricted Stock


                     Table of Contents

Article 11  Directors' Awards
            11.1  Grant of Director's Awards                 17
            11.2  Conversion of Retainer to Stock            17
            11.3  Conversion of Retainer to Restricted Stock 17
            11.4  Conversion of Retainer to Stock Options    17

Article 12  Beneficiary Designation                          17

Article 13  Rights of Employees
            13.1  Employment                                 18
            13.2  Participation                              18
            13.3  No Implied Rights; Rights on Termination   18
                  of Service
            13.4  No Right to Company Assets                 18

Article 14  Change in Control                     
            14.1  Stock Based Awards                         18
            14.2  All Awards Other than Stock Based Awards   18

Article 15  Amendment, Modification, and Termination
            15.1  Amendment, Modification, and Termination   19
            15.2  Awards Previously Granted                  19
            15.3  Deferral of Payments and Distributions     19

Article 16  Withholding and Deferral

            16.1  Tax Withholding                            19
            16.2  Stock Delivery or Withholding              19

Article 17  Successors                                       20

Article 18  Requirements of Law
            18.1  Requirements of Law                        20
            18.2  Governing Law                              20


ARTICLE 1   ESTABLISHMENT, PURPOSE, AND DURATION
            ------------------------------------

1.1   ESTABLISHMENT OF THE PLAN.  FirstEnergy Corp. (hereinafter 
referred to as "FirstEnergy"), established, effective May 1, 
1998, an incentive compensation plan known as the "Executive and 
Director Incentive Compensation Plan" (hereinafter referred to as 
the "Plan"), which permits the grant of Incentive Stock Options, 
Non-qualified Stock Options, Stock Appreciation Rights, 
Restricted Stock, Performance Shares, Cash Awards and Directors' 
Awards. 

1.2   PURPOSE OF THE PLAN.  The purpose of the Plan is to promote 
the success of the Company and its Subsidiaries by providing 
incentives to Key Employees and Directors that will link their 
personal interests to the long-term financial success of the 
Company and its Subsidiaries, and to growth in shareholder value. 
The Plan is designed to provide flexibility to the Company and 
its Subsidiaries in their ability to motivate, attract, and 
retain the services of Key Employees upon whose judgment, 
interest, and special effort the successful conduct of their 
operations is largely dependent.  The Plan is intended to 
preserve maximum deductibility of all awards made under the plan 
within the structure of Section 162(m) of the Internal Revenue 
Code of 1986 as amended "the Code".

1.3   DURATION OF THE PLAN.  The Plan will commence on May 1, 
1998, as described in Section 1.1 herein.  The Plan shall remain 
in effect, subject to the right of the Board of Directors to 
terminate the Plan at any time, until all Shares subject to it 
shall have been purchased or acquired according to the provisions 
herein.


ARTICLE 2   DEFINITIONS AND CONSTRUCTION
            ----------------------------

2.1.  DEFINITIONS.  Whenever used in the Plan, the following 
terms shall have the meanings set forth below and, when the 
meaning is intended, the initial letter of the word is 
capitalized:

      2.1.1   "Award" means, individually or collectively, a 
grant under this Plan of Incentive Stock Options, Nonqualified 
Stock Options, Stock Appreciation Rights, Restricted Stock, 
Performance Shares, Cash Awards or Directors' Awards.
      2.1.2   "Beneficial Owner" shall have the meaning ascribed 
to such term in Rule 13d-3 of the General Rules and Regulations 
under the Exchange Act.
      2.1.3   "Black-Scholes Value" means the value of one stock 
option as calculated by the Black-Scholes Valuation Model as 
prescribed under Financial Accounting Standard 123.
      2.1.4   "Board" or "Board of Directors" means the Board of 
Directors of the Company.
      2.1.5   "Cash Award" means an award in the form of cash 
that is a bonus made pursuant to the terms of Article 10.
      2.1.6   "Cause" shall mean the occurrence of any one of the 
following: 
              (i)   the willful and continued failure by a 
Participant to substantially perform his/her duties (other than 
any such failure resulting from the Participant's disability), 
after a written demand for substantial performance is delivered 
to the Participant that specifically identifies the manner in 
which the Company or any of its Subsidiaries, as the case may be, 
believes that the Participant has not substantially performed 
his/her duties, and the Participant has failed to remedy the 
situation within ten (10) business days of receiving such notice; 
or
              (ii)  the Participant's conviction for committing a 
felony or a crime involving an act of moral turpitude, dishonesty 
or misfeasance; or 
              (iii) the willful engaging by the Participant in 
gross misconduct materially and demonstrably injurious to the 
Company or any of its Subsidiaries.  However, no act, or failure 
to act, on the Participant's part shall be considered "willful" 
unless done, or omitted to be done, by the Participant not in 
good faith and without reasonable belief that his/her action or 
omission was in the best interest of the Company or any of its 
Subsidiaries. 
      2.1.7   "Change in Control" shall mean:  
              (i)   The acquisition by 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
                    (a)  the then outstanding shares of common 
stock of the Company (the "Outstanding Company Common Stock") or 
                    (b)  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:
                         (1)  any acquisition directly from the 
Company (excluding an acquisition by virtue of the exercise of a 
conversion privilege), 
                         (2)  any acquisition by the Company, 
                         (3)  any acquisition by any employee 
benefit plan (or related trust) sponsored or  maintained by the 
Company or any corporation controlled by the Company, or
                         (4)  any acquisition by any corporation 
pursuant to a reorganization, merger or consolidation, if, 
following such reorganization, merger or consolidation, the 
conditions described in clauses (a), (b) and (c) of subsection 
(iii) of this subsection 2.1.7 are satisfied; or
              (ii)  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 (as such terms 
are used in Rule 14a-11 of the Regulation 14A promulgated under 
the Exchange Act) or other actual or threatened solicitation of 
proxies or consents by or on behalf of a Person other than the 
Board; or
              (iii) Approval by the shareholders of the Company 
of a reorganization, merger or consolidation, in each case, 
unless, following such reorganization, merger or consolidation,
                    (a)  more than 75% of, respectively, the then 
outstanding shares of common stock of the corporation resulting 
from such reorganization, merger or consolidation 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 or consolidation 
in substantially the same proportions as their ownership, 
immediately prior to such reorganization, merger or 
consolidation, of the Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case may be,
                    (b)  no Person (excluding the Company, an 
employee benefit plan (or related trust) of the Company or such 
corporation resulting from such reorganization, merger or 
consolidation and any Person beneficially owning, immediately 
prior to such reorganization, merger or consolidation, directly 
or indirectly, 25% or more of the Outstanding Company Common 
Stock or Outstanding 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 the combined voting power of the then 
outstanding voting securities of such corporation entitled to 
vote generally in the election of directors and
                    (c)  at least a majority of the members of the board of 
directors of the corporation resulting from such reorganization, merger
or consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization,
merger or consolidation; or
              (iv)  Approval by the shareholders of the Company 
of (a) a complete liquidation or dissolution of the Company or 
(b) the sale or other disposition of all or substantially all of 
the assets of the Company, other than to a corporation, with 
respect to which following such sale or other disposition (1) 
more than 75% of, respectively, the then outstanding shares of 
common stock of such corporation 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 sale or other disposition in 
substantially the same proportion as their ownership, immediately 
prior to such sale or other disposition, of the Outstanding 
Company Common Stock and Outstanding Company Voting Securities, 
as the case may be, (2) no Person (excluding the Company and any 
employee benefit plan (or related trust) of the Company or such 
corporation and any Person beneficially owning, immediately prior 
to such sale or other disposition, 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 share of common stock of such corporation and the 
combined voting power of the then outstanding voting securities 
of such corporation entitled to vote generally in the election of 
directors and (3) at least a majority of the members of the board 
of directors of such corporation were members of the Incumbent 
Board at the time of the execution of the initial agreement or 
action of the Board providing for such sale or other disposition 
of assets of the Company.

                    However, in no event shall a Change in 
Control be deemed to have occurred, with respect to a 
Participant, if the Participant is part of a purchasing group, 
which consummates the Change in Control transaction.  The 
Participant shall be deemed "part of a purchasing group. . . " 
for purposes of the preceding sentence if the Participant is an 
equity participant or has agreed to become an equity participant 
in the purchasing company or group (except for  (i) passive 
ownership of less than 5% of the voting securities of the 
purchasing company or (ii) ownership of equity participation in 
the purchasing company or group which is otherwise not deemed to 
be significant, as determined prior to the Change in Control by a 
majority of the non-employee continuing members of the Board). 
      2.1.8   "Code" means the Internal Revenue Code of 1986, as 
amended from time to time.
      2.1.9   "Committee" means the Compensation Committee of the 
Board.
      2.1.10  "Company" means FirstEnergy Corp., an Ohio 
corporation, or any successor thereto as provided in Article 17 
herein. 
      2.1.11  "Covered Employee" means any Participant designated 
prior to the grant of Stock Options, Stock Appreciation Rights, 
Restricted Stock, Performance Shares or Cash Award by the 
Committee who is or may be a "covered employee" within the 
meaning of Section 162(m)(3) of the Code in the year in which 
such Stock Options, Stock Appreciation Rights, Restricted Stock, 
Performance Shares or Cash Award are taxable to such Participant.
      2.1.12  "Directors' Award" means an Award made pursuant to 
Article 11 of this Plan.
      2.1.13  "Exchange Act" means the Securities Exchange Act of 
1934, as amended from time to time.
      2.1.14  "Fair Market Value" means the average of the 
closing prices for the 20 trading days preceding the relevant 
date, as reported on the composite tape of the New York Stock 
Exchange.
      2.1.15  "Incentive Stock Option" or "ISO" means an option 
to purchase Stock, granted under Article 6 herein, which is 
designated as an incentive stock option and is intended to meet 
the requirements of Section 422 of the Code.
      2.1.16  "Key Employee" means an employee of the Company or 
any of its Subsidiaries, including an employee who is an officer 
or a director of the Company or any of its Subsidiaries, who, in 
the opinion of the Committee, can contribute significantly to the 
growth and profitability of the Company and its Subsidiaries.  
"Key Employee" also may include any other employee, identified by 
the Committee, in special situations involving extraordinary 
performance, promotion, retention, or recruitment.  The granting 
of an Award under this Plan shall be deemed a determination by 
the Committee that such employee is a Key Employee, but shall not 
create a right to remain a Key Employee. 
      2.1.17  "Nonqualified Stock Option" or "NSO" means an 
option to purchase Stock, granted under Article 6 herein, which 
is not intended to be an Incentive Stock Option.
      2.1.18  "Option" means an Incentive Stock Option or a 
Nonqualified Stock Option.
      2.1.19  "Outside Director" means any director who qualifies 
as an "outside director" as that term is defined in Code Section 
162(m) and the regulations issued thereunder.
      2.1.20  "Participant" means a Key Employee or Director who 
has been granted an Award under the Plan.
      2.1.21  "Performance Share" means an Award, designated as a 
performance share, granted to a Participant pursuant to Article 9 
herein. 
      2.1.22  "Period of Restriction" means the period during 
which the transfer or sale of Shares of Restricted Stock by the 
participant is restricted.
      2.1.23  "Person" shall have the meaning ascribed to such 
term in Section 3(a)(9) of the Exchange Act and used in Sections 
13(d) and 14(d) thereof, including a "group" as defined in 
Section 13(d) thereof. 
      2.1.24  "Plan" means this Executive and Director Incentive 
Compensation Plan of FirstEnergy Corp., as herein described and 
as hereafter from time to time amended.
      2.1.25  "Restricted Stock" means an Award of Stock granted 
to a Participant pursuant to Article 8 herein.
      2.1.26  "Subsidiary" shall mean any corporation of which 
more than 50% (by number of votes) of the Voting Stock at the 
time outstanding is owned, directly or indirectly, by the 
Company.
      2.1.27  "Standard Rate" means the electric utility median 
base salary level for a given position as determined in the 
judgment of the Committee.
      2.1.28  "Stock" or "Shares" means the common stock with a 
10 cent par value of the Company.
      2.1.29  "Stock Appreciation Right" or "SAR" means an Award, 
designated as a Stock Appreciation Right, granted to a 
Participant pursuant to Article 7 herein.
      2.1.30  "Voting Stock" shall mean securities of any class 
or classes of stock of a corporation, the holders of which are 
ordinarily, in the absence of contingencies, entitled to elect a 
majority of the corporate directors.

2.2   GENDER AND NUMBER.  Except where otherwise indicated by the 
context, any masculine term used herein also shall include the 
feminine, the plural shall include the singular, and the singular 
shall include the plural. 

2.3.  SEVERABILITY.  In the event any provision of the Plan shall 
be held illegal or invalid for any reason, the illegality or 
invalidity shall not affect the remaining parts of the Plan, and 
the Plan shall be construed and enforced as if the illegal or 
invalid provision had not been included.


ARTICLE 3   ADMINISTRATION
            --------------

3.1   THE COMMITTEE.  The Plan shall be administered by the 
Committee, which consists of not less than three Directors who 
shall be appointed from time to time by, and shall serve at the 
discretion of, the Board of Directors.  To the extent required to 
comply with Rule 16b-3 under the Exchange Act, each member of the 
Committee shall qualify as a "Non-Employee Director" as defined 
in Rule 16b-3 or any successor definition adopted by the 
Securities and Exchange Commission.  To the extent required to 
comply with Code Section 162(m), each member of the Committee 
shall also be an Outside Director. 

3.2   AUTHORITY OF THE COMMITTEE.  Subject to the provisions of 
the Plan, the Committee shall have full power to construe and 
interpret the Plan; to establish, amend or waive rules and 
regulations for its administration; to accelerate the 
exercisability of any Award or the end of a performance period or 
the termination of any Period of Restriction or any award 
agreement, or any other instrument relating to an Award under the 
Plan; and (subject to the provisions of Article 15 herein) to 
amend the terms and conditions of any outstanding Option, Stock 
Appreciation Right or other Award to the extent such terms and 
conditions are within the discretion of the Committee as provided 
in the Plan.  Notwithstanding the foregoing, the Committee shall 
have no authority to adjust upwards the amount payable to a 
Covered Employee with respect to a particular Award, to take any 
of the foregoing actions, or to take any other action to the 
extent that such action or the Committee's ability to take such 
action would cause any Award under the Plan to any Covered 
Employee to fail to qualify as "performance-based compensation" 
within the meaning of Code Section 162(m)(4) and the regulations 
issued thereunder.  Subject to section 4.3, in no event shall the 
Committee have the right to i) cancel outstanding Options or SARs 
for the purpose of replacing or regranting such Options or SARs 
with an exercise price that is less than the original exercise 
price of the Option or SAR, or ii) change the Option Price of an 
Option or SAR to an exercise price that is less than the original 
Option or SAR exercise price, without first obtaining the 
approval of shareholders.  Also notwithstanding the foregoing, no 
action of the Committee (other than pursuant to Section 4.3 
hereof or Section 9.4 hereof) may, without the consent of the 
person or persons entitled to exercise any outstanding Option or 
Stock Appreciation Right or to receive payment of any other 
outstanding Award, adversely affect the rights of such person or 
persons.

3.3   SELECTION OF PARTICIPANTS.  The Committee shall have the 
authority to grant Awards under the Plan, from time to time, to 
such Key Employees and Directors as may be selected by it. The 
Committee shall select Participants from among those who they 
have identified as being Key Employees or Directors.

3.4   DECISIONS BINDING.  All determinations and decisions made 
by the Committee pursuant to the provisions of the Plan and all 
related orders or resolutions of the Board of Directors shall be 
final, conclusive and binding on all persons, including the 
Company and its Subsidiaries, its stockholders, employees, and 
Participants and their estates and beneficiaries, and such 
determinations and decisions shall not be reviewable.

3.5   DELEGATION OF CERTAIN RESPONSIBILITIES.  The Committee may, 
in its sole discretion, delegate to an officer or officers of the 
Company the administration of the Plan under this Article 3; 
provided, however, that no such delegation by the Committee shall 
be made with respect to the administration of the Plan as it 
affects Directors of the Company or Covered Employees and 
provided further that the Committee may not delegate its 
authority to correct errors, omissions or inconsistencies in the 
Plan.  The Committee may delegate to the Chief Executive Officer 
of the Company its authority under this Article 3 to grant Awards 
to Key Employees who are not Covered Employees.  All authority 
delegated by the Committee under this Section 3.5 shall be 
exercised in accordance with the provisions of the Plan and any 
guidelines for the exercise of such authority that may from time 
to time be established by the Committee.

3.6   PROCEDURES OF THE COMMITTEE.  All determinations of the 
Committee shall be made by not less than a majority of its 
members present at the meeting (in person or otherwise) at which 
a quorum is present.  A majority of the entire Committee shall 
constitute a quorum for the transaction of business. Any action 
required or permitted to be taken at a meeting of the Committee 
may be taken without a meeting if a unanimous written consent, 
which sets forth the action, is signed by each member of the 
Committee and filed with the minutes for proceedings of the 
Committee.  Service on the Committee shall constitute service as 
a director of the Company so that members of the Committee shall 
be entitled to indemnification, limitation of liability and 
reimbursement of expenses with respect to their services as 
members of the Committee to the same extent that they are 
entitled under the Company's Articles of Incorporation and Ohio 
law for their services as directors of the Company. 

3.7   AWARD AGREEMENTS.  Stock-based Awards under the Plan shall 
be evidenced by an award agreement, which shall be signed by an 
authorized officer of the Company or delegate and by the 
Participant, and shall contain such terms and conditions as may 
be approved by the Committee. Such terms and conditions need not 
be the same in all cases. 

3.8   CONDITIONS ON AWARDS.  Notwithstanding any other provision 
of the Plan, the Board or the Committee may impose such 
conditions on any Award (including, without limitation, the right 
of the Board or the Committee to limit the time of exercise to 
specified periods).

      Notwithstanding any other provisions of the Plan, all 
Awards under this Plan shall be subject to the following 
conditions:

      (i)   Except in the case of death, no SAR, ISO, NSO or 
other option granted pursuant to Article 6 shall be exercisable 
for at least six months after its grant; and
      (ii)  Except in the case of death, no Restricted Stock or 
Performance Share (or a Share issued in payment thereof) shall be 
sold for at least six months after its grant.

3.9   SATURDAYS, SUNDAYS AND HOLIDAYS.  When a date referenced in 
an award Agreement falls on a Saturday, Sunday or other day when 
the FirstEnergy General Office is closed, the date reference will 
revert back to the day prior to such date.


ARTICLE 4   STOCK SUBJECT TO THE PLAN
            -------------------------

4.1  NUMBER OF SHARES.  Subject to adjustment as provided in 
Section 4.3 herein, the aggregate number of Shares that may be 
delivered under the Plan at any time shall not exceed 7,500,000 
Shares of common stock of the Company. No more than three-
quarters of such aggregate number of such Shares shall be issued 
as Restricted Stock under Article 8 of the Plan or as Performance 
Shares under Article 9.  Stock delivered under the Plan may 
consist, in whole or in part, of authorized and unissued shares, 
treasury shares or shares purchased on the open market.  The 
exercise of a Stock Appreciation Right, whether paid in cash or 
Stock, shall be deemed to be an issuance of Stock under the Plan.

4.2   LAPSED AWARDS.  If any Award granted under this Plan 
terminates, expires, or lapses for any reason, any Stock subject 
to such Award again shall be available for the grant of an Award 
under the Plan, subject to Section 7.2 herein.  If the value of 
any Performance Shares issued under Article 9 are paid in cash 
after a Performance Period has ended, such stock subject to such 
award shall again be available for the grant of an award under 
the Plan.

4.3   ADJUSTMENTS IN AUTHORIZED SHARES.  In the event of any 
merger, reorganization, consolidation, recapitalization, 
separation, liquidation, stock dividend, split-up, share 
combination, or other change in the corporate structure of the 
Company affecting the Stock, such adjustment shall be made in the 
number and class of shares which may be delivered under the Plan, 
and in the number and class of and/or price of shares subject to 
outstanding Options, Stock Appreciation Rights, Restricted Stock 
Awards and Performance Shares, granted under the Plan, as may be 
determined to be appropriate and equitable by the Committee, in 
its sole discretion, to prevent dilution or enlargement of 
rights; and provided that the number of shares subject to any 
Award shall always be a whole number.  Any adjustment of an 
Incentive Stock Option under this paragraph shall be made in such 
a manner so as not to constitute a modification within the 
meaning of Section 425(h)(3) of the Code.


ARTICLE 5   ELIGIBILITY AND PARTICIPATION
            -----------------------------

5.1   ELIGIBILITY.  Persons eligible to receive Awards under all 
Articles of this Plan except Article 11 include all employees of 
the Company and its Subsidiaries who, in the opinion of the 
Committee, are Key Employees.  Key Employees may include 
employees who are members of the Board, but may not include 
Directors who are not employees.  Directors who are not employees 
may receive Awards under this Plan exclusively under Articles 6 
and 8, subject to Article 11.

5.2   ACTUAL PARTICIPATION.  Subject to the provisions of the 
Plan, the Committee may from time to time select those Key 
Employees to whom Awards shall be granted and determine the 
nature and amount of each Award.  No employee shall have any 
right to be granted an Award under this Plan even if previously 
granted an Award.


ARTICLE 6   STOCK OPTIONS
            -------------

6.1   GRANT OF OPTIONS.  Subject to the terms and provisions of 
the Plan, Options may be granted to Participants at any time and 
from time to time as shall be determined by the Committee.  The 
maximum number of Shares subject to Options granted to any 
individual Participant in any calendar year shall be two hundred 
thousand (200,000) Shares.  The Committee shall have the sole 
discretion, subject to the requirements of the Plan, to determine 
the actual number of Shares subject to Options granted to any 
Participant.  The Committee may grant any type of Option to 
purchase Stock that is permitted by law at the time of grant, 
including, but not limited to, ISO's and NSO's.  However, no 
employee may receive an Award of Incentive Stock Options that are 
first exercisable during any calendar year to the extent that the 
aggregate Fair Market Value of the Stock (determined at the time 
the options are granted) exceeds $100,000.  Nothing in this 
Article 6 shall be deemed to prevent the grant of NSO's in excess 
of the maximum established by Section 422 of the Code.  Unless 
otherwise expressly provided at the time of grant, Options 
granted under the Plan will be NSO's.  Notwithstanding any other 
provision of the Plan, no ISO shall be granted after May 1, 2008.

6.2   OPTION AGREEMENT.  Each Option grant shall be evidenced by 
an Option agreement that shall specify the type of Option 
granted, the Option price, the duration of the Option, the number 
of Shares to which the Option pertains, and such other provisions 
as the Committee shall determine.  The Option agreement shall 
specify whether the Option is intended to be an Incentive Stock 
Option within the meaning of Section 422 of the Code, or a 
Nonqualified Stock Option whose grant is not intended to be 
subject to the provisions of Code Section 422. 

6.3   OPTION PRICE.  The purchase price per share of Stock 
covered by an Option shall be determined by the Committee but 
shall not be less than 100% of the Fair Market Value of such 
Stock on the date the Option is granted.  

An Incentive Stock Option granted to an Employee who, at the time 
of grant, owns (within the meaning of Section 425(d) of the Code) 
Stock possessing more than 10% of the total combined voting power 
of all classes of stock of the Company, shall have an exercise 
price which is at least 110% of the Fair Market Value of the 
Stock subject to the Option.

6.4   DURATION OF OPTIONS.  Each Option shall expire at such time 
as the Committee shall determine at the time of grant; provided, 
however, that no Option shall be exercisable later than the tenth 
(10th) anniversary date of its grant. 

6.5   EXERCISE OF OPTIONS.  Subject to Section 3.8 herein, 
Options granted under the Plan shall be exercisable at such times 
and be subject to such restrictions and conditions as the 
Committee shall in each instance approve, which need not be the 
same for all Participants.  All options within a single grant 
need not be exercised at one time.

6.6   PAYMENT.  Options shall be exercised by the delivery of a 
written notice to the Company setting forth the number of Shares 
with respect to which the Option is to be exercised, accompanied 
by full payment for the Shares.  The Option price upon exercise 
of any Option shall be payable to the Company in full either: 
      (a)   in cash or its equivalent; 
      (b)   by tendering Shares of previously acquired Stock 
having a Fair Market Value at the time of exercise equal to the 
total Option price, 
      (c)   by foregoing compensation under rules established by 
the Committee, 
      (d)   by delivery by the Participant of irrevocable 
instructions to an approved broker to promptly deliver to the 
Company the amount of the sale or loan proceeds to pay the 
exercise price, or
      (e)   such other consideration as the Committee may deem 
appropriate.  

      The proceeds from such a payment shall be added to the 
general funds of the Company and shall be used for general 
corporate purposes.  As soon as practicable, after the Company's 
receipt of written notification and payment, the Participant 
shall receive either:
      (i)   stock certificates in an appropriate amount based 
upon the number of Options exercised, issued in the Participant's 
name:
      (ii)  cash in an amount equal to the difference between the 
sale price of such Shares and the Option price less taxes and 
administrative expenses; or
      (iii) a combination of the foregoing.

6.7   RESTRICTIONS ON STOCK TRANSFERABILITY.  The Committee shall 
impose such restrictions on any Shares acquired pursuant to the 
exercise of an Option under the Plan as it may deem advisable, 
including, without limitation, restrictions under applicable 
Federal securities law, under the requirements of any stock 
exchange upon which such Shares are then listed and under any 
blue sky or state securities laws applicable to such Shares.

6.8   TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR 
RETIREMENT. In the event the employment of a Participant is 
terminated by reason of death, any of such Participant's 
outstanding Options shall become immediately exercisable at any 
time prior to the expiration date of the Options or within one 
year after such date of termination of employment, whichever 
period is shorter, by such person or persons as shall have 
acquired the Participant's rights under the Option pursuant to 
Article 12 hereof or by will or by the laws of descent and 
distribution.  In the event the employment of a Participant is 
terminated by reason of disability or retirement (as defined 
under the then established rules of the Company or any of its 
Subsidiaries, as the case may be), any of such Participant's 
outstanding Options shall become immediately exercisable, at any 
time prior to the expiration date of the Options or within one 
year after such date of termination of employment, whichever 
period is shorter.   Notwithstanding the foregoing to the 
contrary, the Committee may, in its sole discretion, lengthen the 
exercise period up to the expiration date for an individual 
participant if it deems this is in the best interest of the 
Company.  In the case of Incentive Stock Options, the favorable 
tax treatment prescribed under Section 422 of the Internal 
Revenue Code of l986, as amended, may not be available if the 
Options are not exercised within the Code Section 422 prescribed 
time period after termination of employment for death, 
disability, or retirement.

6.9  TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  If the 
employment of a Participant shall terminate for any reason other 
than death, disability, retirement or for Cause, the Participant 
shall have the right to exercise such Participant's outstanding 
Options within 90 days after the date of his termination, but in 
no event beyond the expiration of the term of the Options and 
only to the extent that the Participant was entitled to exercise 
the Options at the date of his termination of employment.  In its 
sole discretion, the Committee may extend the 90 days to up to 
one year but, however, in no event beyond the expiration date of 
the Option.

     If the employment of the Participant shall terminate for 
Cause, all of the Participant's outstanding Options shall be 
immediately forfeited back to the Company.

6.10  NONTRANSFERABILITY OF OPTIONS.  No Option granted under the 
Plan may be sold, transferred, pledged, assigned, or otherwise 
alienated or hypothecated, otherwise than by will or by the laws 
of descent and distribution.  Further, all Options granted to a 
Participant under the Plan shall be exercisable during his 
lifetime only by such Participant.


ARTICLE 7   STOCK APPRECIATION RIGHTS
            -------------------------

7.1   GRANT OF STOCK APPRECIATION RIGHTS.  Subject to the terms 
and conditions of the Plan, Stock Appreciation Rights may be 
granted to Participants, at the discretion of the Committee, in 
any of the following forms: 
      (a)   in lieu of Options;
      (b)   in addition to Options;
      (c)   independent of Options; or
      (d)   in any combination of (a), (b), or (c).

      The maximum numbers of Shares subject to SARs granted to 
any individual Participant in any calendar year shall be two 
hundred thousand (200,000) Shares. Subject to the immediately 
preceding sentence, the Committee shall have the sole discretion, 
subject to the requirements of the Plan, to determine the actual 
number of Shares subject to SARs granted to any Participant. 

7.2   EXERCISE OF SARS IN LIEU OF OPTIONS.  SARs granted in lieu 
of Options may be exercised for all or part of the Shares subject 
to the related Option upon the surrender of the related Options 
representing the right to purchase an equivalent number of 
Shares.  The SAR may be exercised only with respect to the Shares 
of Stock for which its related Option is then exercisable.  
Option Stock with respect to which the SAR shall have been 
exercised may not be subject again to an Award under the Plan.

      Notwithstanding any other provision of the Plan to the 
contrary, with respect to a SAR granted in lieu of an Incentive 
Stock Option:
      (i)   the SAR will expire no later than the expiration of 
the underlying Incentive Stock Option; 
      (ii)  the SAR amount may be for no more than one hundred 
percent (100%) of the difference between the exercise price of 
the underlying Incentive Stock Option and the Fair Market Value 
of the Stock subject to the underlying Incentive Stock Option at 
the time the SAR is exercised; and 
      (iii) the SAR may be exercised only when the Fair Market 
Value of the Stock subject to the Incentive Stock Option exceeds 
the exercise price of the Incentive Stock Option.

7.3   EXERCISE OF SARS IN ADDITION TO OPTIONS.  SARs granted in 
addition to Options shall be deemed to be exercised upon the 
exercise of the related Options.  The deemed exercise of SARs 
granted in addition to Options shall not necessitate a reduction 
in the number of related Options.

7.4   EXERCISE OF SARS INDEPENDENT OF OPTIONS.  Subject to 
Section 3.8 herein and Section 7.5 herein, SARs granted 
independently of Options may be exercised upon whatever terms and 
conditions the Committee, in its sole discretion, imposes upon 
the SARs, including, but not limited to, a corresponding 
proportional reduction in previously granted Options. 

7.5   PAYMENT OF SAR AMOUNT.  Upon exercise of the SAR, the 
holder shall be entitled to receive payment of an amount 
determined by multiplying: 
      (a)   The difference between the market price of a Share on 
the date of exercise over the price fixed by the Committee at the 
date of grant (which price shall not be less than 100% of the 
market price of a Share on the date of grant) (the Exercise 
Price); by 
      (b)   The number of Shares with respect to which the SAR is 
exercised. 

7.6   FORM AND TIMING OF PAYMENT.  Payment to a Participant, upon 
SAR exercise, will be made in cash or stock, at the discretion of 
the Committee, as soon as administratively possible after 
exercise.

7.7   TERM OF SAR.  The term of an SAR granted under the Plan 
shall not exceed ten years.

7.8   TERMINATION OF EMPLOYMENT.  In the event the employment of 
a Participant is terminated by reason of death, disability, 
retirement, or any other reason, the exercisability of any 
outstanding SAR granted in lieu of or in addition to an Option 
shall terminate in the same manner as its related Option as 
specified under Sections 6.8 and 6.9 herein. The exercisability 
of any outstanding SARs granted independent of Options also shall 
terminate in the manner provided under Sections 6.8 and 6.9 
hereof.

7.9   NONTRANSFERABILITY OF SARS.  No SAR granted under the Plan 
may be sold, transferred, pledged, assigned, or otherwise 
alienated or hypothecated, other than by will or by the laws of 
descent and distribution.  Further, all SARs granted to a 
Participant under the Plan shall be exercisable during his 
lifetime only by such Participant.


ARTICLE 8   RESTRICTED STOCK
            ----------------

8.1   GRANT OF RESTRICTED STOCK.  Subject to the terms and 
provisions of the Plan, the Committee, at any time and from time 
to time, may grant Shares of Restricted Stock under the Plan to 
such Participants and in such amounts, as it shall determine.  
The Committee may condition the vesting or lapse of the Period of 
Restriction established pursuant to Section 8.3 upon the 
attainment of one or more of the performance goals utilized for 
purposes of Performance Shares pursuant to Article 9 hereof.  As 
required for valuation of grants under the Plan, Restricted Stock 
will be valued at its Fair Market Value.  The maximum number of 
Shares subject to issuance as Restricted Stock granted to any 
individual Participant in any calendar year is one hundred 
thousand (100,000) Shares.

8.2   RESTRICTED STOCK AGREEMENT.  Each Restricted Stock grant 
shall be evidenced by a Restricted Stock agreement that shall 
specify the Period of Restriction, or periods, the number of 
Shares of Restricted Stock granted, and such other provisions as 
the Committee shall determine.

8.3   TRANSFERABILITY.  Except as provided in this Article 8 or 
in Section 3.8 herein, the Shares of Restricted Stock granted 
hereunder may not be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated until the termination of the 
applicable Period of Restriction or for such period of time as 
shall be established by the Committee and as shall be specified 
in the Restricted Stock agreement, or upon earlier satisfaction 
of other conditions (including any performance goals) as 
specified by the Committee in its sole discretion and set forth 
in the Restricted Stock agreement.  All rights with respect to 
the Restricted Stock granted to a Participant under the Plan 
shall be exercisable during his lifetime only by such 
Participant.

8.4   OTHER RESTRICTIONS.  The Committee shall impose such other 
restrictions on any Shares of Restricted Stock granted pursuant 
to the Plan as it may deem advisable including, without 
limitation, restrictions under applicable Federal or state 
securities laws, and the Committee may legend certificates 
representing Restricted Stock to give appropriate notice of such 
restrictions.

8.5   CERTIFICATE LEGEND.  In addition to any legends placed on 
certificates pursuant to Section 8.4 herein, each certificate 
representing Shares of Restricted Stock granted pursuant to the 
Plan shall bear the following legend:

          "The sale or other transfer of the shares of stock 
represented by this certificate, whether voluntary, involuntary, 
or by operation of law, is subject to certain restrictions on 
transfer set forth in the Executive and Director Incentive 
Compensation Plan of FirstEnergy Corp., in the rules and 
administrative procedures adopted pursuant to such Plan, and in a 
Restricted Stock Agreement dated __________.  A copy of the Plan, 
such rules and procedures, and such Restricted Stock agreement 
may be obtained from the Secretary of FirstEnergy Corp."

8.6   REMOVAL OF RESTRICTIONS.  Except as otherwise provided in 
this Article, Shares of Restricted Stock covered by each 
Restricted Stock grant made under the Plan shall become freely 
transferable by the Participant after the last day of the Period 
of Restriction.  Once the Shares are released from the 
restrictions, the Participant shall be entitled to have the 
legend required by Section 8.5 removed from his Stock 
certificate.

8.7   VOTING RIGHTS.  During the Period of Restriction, 
Participants holding Shares of Restricted Stock granted hereunder 
may exercise full voting rights with respect to those Shares.

8.8   DIVIDENDS AND OTHER DISTRIBUTIONS.  During the Period of 
Restriction, Participants holding Shares of Restricted Stock 
granted hereunder shall be entitled to receive all dividends and 
other distributions paid with respect to those Shares while they 
are so held.  If any such dividends or distributions are paid in 
Shares, the Shares shall be subject to the same restrictions on 
transferability as the Shares of Restricted Stock with respect to 
which they were paid.

8.9   TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. In the event 
that a Participant terminates his employment with the Company or 
any of its Subsidiaries because of retirement (as defined under 
the then established rules of the Company or any of its 
Subsidiaries, as the case may be), the Committee in its sole 
discretion (subject to Section 3.8 herein) may waive or modify 
the restrictions remaining on any or all Shares of Restricted 
Stock as it deems appropriate.

8.10  TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY.  In 
the event a Participant's employment is terminated because of 
death or disability (as defined under the then established rules 
of the Company or any of its Subsidiaries, as the case may be) 
during the Period of Restriction, any remaining Period of 
Restriction applicable to the Restricted Stock shall 
automatically terminate and, except as otherwise provided in 
Section 8.4. herein, the Shares of Restricted Stock shall thereby 
be free of restrictions and be fully transferable.

8.11  TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  In the event 
that a Participant terminates his employment with the Company or 
any of its Subsidiaries for any reason other than for death, 
disability, or retirement, as set forth in Sections 8.9 and 8.10 
herein, during the Period of Restriction, then any Shares of 
Restricted Stock still subject to restrictions as of the date of 
such termination shall automatically be forfeited and returned to 
the Company; provided, however, that in the event of a 
termination of the employment of a Participant by the Company or 
any of its Subsidiaries other than for Cause, the Committee, in 
its sole discretion (subject to Section 3.8 herein), may waive or 
modify the automatic forfeiture of any or all such Shares as it 
deems appropriate.  


ARTICLE 9   PERFORMANCE SHARES
            ------------------

9.1   GRANT OF PERFORMANCE SHARES.  Subject to the terms and 
provisions of the Plan, Performance Shares may be granted to 
Participants at any time and from time to time as shall be 
determined by the Committee.  The maximum number of Shares that 
may be issued to any Participant in a calendar year shall not 
exceed one hundred thousand (100,000), subject to adjustment as 
provided in Section 4.3.

9.2   VALUE OF PERFORMANCE SHARES.  The Committee shall set 
performance goals over certain periods to be determined in 
advance by the Committee ("Performance Periods").  Prior to each 
grant of Performance Shares, the Committee shall establish an 
initial number of Shares for each Performance Share granted to 
each Participant for that Performance Period.  Prior to each 
grant of Performance Shares, the Committee also shall set the 
performance goals that will be used to determine the extent to 
which the Participant receives a payment of the number of Shares 
for the Performance Shares awarded for such Performance Period.  
These goals will be based on the attainment by the Company or its 
Subsidiaries of certain objective performance measures, which may 
include, but are not limited to one or more of the following:  
total shareholder return, return on equity, return on capital, 
earnings per share, market share, stock price, sales, costs, net 
income, cash flow, retained earnings, results of customer 
satisfaction surveys, aggregate product price and other product 
price measures, safety record, service reliability, demand-side 
management (including conservation and load management), 
operating and maintenance cost management, and energy production 
availability performance measures.  Such performance goals also 
may be based upon the attainment of specified levels of 
performance of the Company or one or more Subsidiaries under one 
or more of the measures described above, relative to the 
performance of other corporations.  The Committee may provide for 
the crediting of dividend equivalents during the performance 
period.  With respect to each such performance measure utilized 
during a Performance Period, the Committee shall assign 
percentages to various levels of performance which shall be 
applied to determine the extent to which the Participant shall 
receive a payout of the number of Performance Shares awarded.  
With respect to Covered Employees, all performance goals shall be 
objective performance goals satisfying the requirements for 
"performance-based compensation" within the meaning of Section 
162(m)(4) of the Code, and shall be set by the Committee within 
the time period prescribed by Section 162(m) of the Code and 
related regulations.

9.3   PAYMENT OF PERFORMANCE SHARES.  After a Performance Period 
has ended, the holder of a Performance Share shall be entitled to 
receive the value thereof as determined by the Committee.  The 
Committee shall make this determination by first determining the 
extent to which the performance goals set pursuant to Section 9.2 
have been met. It will then determine the applicable percentage 
(which may exceed 100%) to be applied to, and will apply such 
percentage to, the number of Performance Shares to determine the 
payout to be received by the Participant.  In addition, with 
respect to Performance Shares granted to any Covered Employee, no 
payout shall be made hereunder except upon written certification 
by the Committee that the applicable performance goal or goals 
have been satisfied to a particular extent.  The amount payable 
in cash in a calendar year to any Participant with respect to any 
Performance Period pursuant to any Performance Share award shall 
not exceed $1,000,000.

9.4   COMMITTEE DISCRETION TO ADJUST AWARDS.  Subject to Section 
3.2 regarding Awards to Covered Employees, the Committee shall 
have the authority to modify, amend or adjust the terms and 
conditions of any Performance Share award, at any time or from 
time to time, including but not limited to the performance goals.

9.5   FORM AND TIMING OF PAYMENT.  The  payment described in 
Section 9.3 herein shall be made in cash, Stock, or a combination 
thereof as determined by the Committee.  Payment may be made in a 
lump sum or installments as prescribed by the Committee.  If any 
payment is to be made on a deferred basis, the Committee may 
provide for the payment of dividend equivalents or interest 
during the deferral period.  Any stock issued in payment of a 
Performance Share shall be subject to the restrictions on 
transfer in Section 3.8 herein.

9.6   TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR 
RETIREMENT.  In the case of death, disability, or retirement 
(each of disability and retirement as defined under the 
established rules of the Company or any of its Subsidiaries, as 
the case may be), the holder of a Performance Share shall receive 
a prorated payment based on the Participant's number of full 
months of service during the Performance Period, further adjusted 
based on the achievement of the performance goals, as computed by 
the Committee.  The Committee may require that a Participant have 
a minimum number of full months of service during the Performance 
Period to qualify for an Award payout.

9.7   TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  In the event 
that a Participant terminates employment with the Company or any 
of its Subsidiaries for any reason other than death, disability, 
or retirement, all Performance Shares shall be forfeited; 
provided, however, that in the event of a termination of the 
employment of the Participant by the Company or any of its 
Subsidiaries other than for Cause, the Committee in its sole 
discretion may waive the automatic forfeiture provisions.

9.8   NONTRANSFERABILITY.  No Performance Shares granted under 
the Plan may be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, other than by will or by the 
laws of descent and distribution until the termination of the 
applicable Performance Period.  All rights with respect to 
Performance Shares granted to a Participant under the Plan shall 
be exercisable during his/her lifetime only by such Participant.


ARTICLE 10   CASH AWARDS
             -----------

10.1  GRANT OF CASH AWARD.  Subject to the terms of this Plan, 
Cash Awards may be made to Participants at any time and from time 
to time as shall be determined by the Committee.  The Committee 
shall have complete discretion in the determining the form of the 
Cash Awards granted to Participants

10.2  CASH AWARD PERFORMANCE CRITERIA.  All Cash Awards made 
under this Plan shall be subject to pre-established, objective, 
business-related Performance Measures.  The performance measures 
shall be approved for use by the Committee and the Committee 
shall certify their attainment and the resulting payout of Cash 
Awards.  Performance Measures for Cash Awards may be measurable 
for periods of one year to five years (allowing for prorated 
periods for new Participants).   The Performance Measures may 
include, but shall not be limited to: operational measures (e.g. 
attaining merger milestones, customer satisfaction, service 
reliability, safety and tactical objectives), financial measures 
(e.g. expense control, revenue, margins and shareholder value 
added levels "SVA") and individual measures.  Performance 
Measures can be made on overlapping cycles, (i.e. one-year cycles 
could emphasize operational measures and three-year cycles could 
emphasize SVA Performance Measures.)  Each cycle of Performance 
Measures could have a distinct Cash Award associated with it.

10.3  PAYOUT OF CASH AWARDS.  Payouts of Cash Awards are made in 
relationship to a target payout level determined prior to each 
cycle on a per Participant basis.  Target levels under multiple 
cycles will be calibrated to provide, in total, an annualized 
level of incentives consistent with the Company's compensation 
philosophy as set by the Committee.  Actual payouts of Cash 
Awards will vary with performance results as follows:  actual 
payouts based upon operational or individual Performance Measures 
will vary from 50% (if threshold performance is attained) to 150% 
of the target level; actual payouts based upon Company SVA and 
other corporate financial measures will vary from 50% (if 
threshold performance is attained) up to 200% of the target 
level.  The maximum Cash Award payable in a calendar year to any 
Participant with respect to any Performance Period shall not 
exceed $1,000,000.

10.4  CONVERSION OF CASH AWARD PAYOUT TO RESTRICTED STOCK.  At 
the request of the Participant, but subject to the discretion of 
the Committee, any Cash Award payout may be converted to 
Restricted Stock at a discount.  The conversion to Restricted 
Stock will occur by multiplying the Cash Award by a premium, but 
in no event more than 120% and dividing the product by the Fair 
Market Value of the Restricted Stock on the date of conversion, 
which shall be chosen by the Committee at least 10 days in 
advance, to determine the number of shares of Restricted Stock 
that will be provided as full settlement of the Cash Award.  The 
shares of Restricted Stock provided to Participants in settlement 
of Cash Awards shall be Restricted Stock subject to Article 8.  


ARTICLE 11   DIRECTORS' AWARDS
             -----------------

11.1  GRANT OF DIRECTORS' AWARDS.   In lieu of a portion of their 
retainer, Directors' Awards can be made in the form of Stock 
Options or Restricted Stock under Articles 6 and 8 respectively.  
No other Awards may be made to Directors under the Plan.

11.2  CONVERSION OF RETAINER TO STOCK.  At the request of a 
Director but subject to the election of the Committee, a Director 
may convert any retainer otherwise due to be paid by the Company 
in cash to an aggregate equivalent value of either Stock Options, 
Restricted Stock or both.

11.3  CONVERSION OF RETAINER TO RESTRICTED STOCK.  Retainer, 
otherwise payable in cash may be converted to Restricted Stock 
under Article 8.  The conversion to Restricted Stock will occur 
by multiplying the retainer by a premium, but in no event more 
than 120% and dividing the product by the Fair Market Value of 
the Restricted Stock on the date of conversion, which shall be 
chosen by the Committee at least 10 days in advance, into the 
amount of the retainer to determine the number of shares of 
Restricted Stock that will be provided as full settlement of the 
retainer.

11.4  CONVERSION OF RETAINER TO STOCK OPTIONS.  Retainer 
otherwise due to be paid in cash may be converted to Stock 
Options under Article 6 at the request of the Participant but 
subject to the election of the Committee.  Retainer shall be 
converted by multiplying the retainer by a premium, but in no 
event more than 120% and dividing the product by the amount equal 
to the Black-Scholes Value of the Stock Option on the date of 
conversion.  The quotient of which is the number of Stock Options 
that shall be awarded. 


ARTICLE 12   BENEFICIARY DESIGNATION
             -----------------------

Each Participant under the Plan may, from time to time, name any 
beneficiary or beneficiaries (who may be named contingently or 
successively and who may include a trustee under a will or living 
trust) to whom any benefit under the Plan is to be paid in case 
of his/her death before he receives any or all of such benefit.  
Each designation will revoke all prior designations by the same 
Participant, shall be in a form prescribed by the Committee, and 
will be effective only when filed by the Participant in writing 
with the Committee during his lifetime.  In the absence of any 
such designation or if all designated beneficiaries predecease 
the Participant, benefits remaining unpaid at the Participant's 
death shall be paid to the Participant's estate. 


ARTICLE 13   RIGHTS OF EMPLOYEES
             -------------------

13.1  EMPLOYMENT.  Nothing in the Plan shall interfere with or 
limit in any way the right of the Company or any of its 
Subsidiaries to terminate any Participant's employment at any 
time, nor confer upon any Participant any right to continue in 
the employ of the Company or any of its Subsidiaries. 

13.2  PARTICIPATION.  No employee shall have a right to be 
selected as a Participant, or, having been so selected, to be 
selected again as a Participant. 

13.3  NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE.  
Neither the establishment of the Plan nor any amendment thereof 
shall be construed as giving any Participant, beneficiary, or any 
other person any legal or equitable right unless such right shall 
be specifically provided for in the Plan or conferred by specific 
action of the Committee in accordance with the terms and 
provisions of the Plan.  Except as expressly provided in this 
Plan, neither the Company nor any of its Subsidiaries shall be 
required or be liable to make any payment under the Plan.

13.4  NO RIGHT TO COMPANY ASSETS.  Neither the Participant nor 
any other person shall acquire, by reason of the Plan, any right 
in or title to any assets, funds or property of the Company or 
any of its Subsidiaries whatsoever including, without limiting 
the generality of the foregoing, any specific funds, assets, or 
other property which the Company or any of its Subsidiaries, in 
its sole discretion, may set aside in anticipation of a liability 
hereunder.  Any benefits which become payable hereunder shall be 
paid from the general assets of the Company or the applicable 
subsidiary.  The Participant shall have only a contractual right 
to the amounts, if any, payable hereunder unsecured by any asset 
of the Company or any of its Subsidiaries.  Nothing contained in 
the Plan constitutes a guarantee by the Company or any of its 
Subsidiaries that the assets of the Company or the applicable 
subsidiary shall be sufficient to pay any benefit to any person.


ARTICLE 14   CHANGE IN CONTROL
             -----------------

14.1  STOCK BASED AWARDS.  Notwithstanding any other provisions 
of the Plan, in the event of a Change in Control, all Stock based 
awards granted under this Plan shall immediately vest 100% in 
each Participant (subject to Section 3.8 herein), including 
Incentive Stock Options, Nonqualified Stock Options, Stock 
Appreciation Rights, and Restricted Stock.

14.2  ALL AWARDS OTHER THAN STOCK BASED AWARDS.  Notwithstanding 
any other provisions of the Plan, in the event of a Change in 
Control, all Awards other than Stock Based Awards granted under 
this Plan shall be immediately paid out in cash, including 
Performance Shares.  The amount of the payout shall be based on 
the higher of:  (i) the extent, as determined by the Committee, 
to which performance goals, established for the Performance 
Period then in progress have been met up through and including 
the effective date of the Change in Control or (ii) 100% of the 
value on the date of grant of the number of Performance Shares.


ARTICLE 15   AMENDMENT, MODIFICATION, AND TERMINATION
             ----------------------------------------

15.1  AMENDMENT, MODIFICATION, AND TERMINATION.  At any time and 
from time to time, the Board or Committee may terminate, amend, 
or modify the Plan.  However, without the approval of the 
stockholders of the Company if required by the Code, by the 
insider trading rules of Section 16 of the Exchange Act, by any 
national securities exchange or system on which the Stock is then 
listed or reported, or by any regulatory body having jurisdiction 
with respect hereto, no such termination, amendment, or 
modification may:

      (a)   Increase the total amount of Stock which may be 
issued under this Plan, except as provided in Section 4.3 herein; 
or
      (b)   Change the class of Employees eligible to participate 
in the Plan;
      (c)   Materially increase the cost of the Plan or 
materially increase the benefits to Participants; or
      (d)   Extend the maximum period after the date of grant 
during which Options or Stock Appreciation Rights may be 
exercised.

15.2  AWARDS PREVIOUSLY GRANTED.  No termination, amendment or 
modification of the Plan other than pursuant to Section 4.3 
hereof shall in any manner adversely affect any Award theretofore 
granted under the Plan, without the written consent of the 
Participant.

15.3  DEFERRAL OF PAYMENTS AND DISTRIBUTIONS.  Cash Awards 
pursuant to Article 10 may be eligible for deferral by any 
plan(s) offered by the company, subject to the approval of the 
Committee and any administrative requirements imposed by the 
Committee. 


ARTICLE 16   WITHHOLDING AND DEFERRAL
             ------------------------

16.1  TAX WITHHOLDING.  The Company and any of its Subsidiaries 
shall have the power and the right to deduct or withhold, or 
require a Participant to remit to the Company or any of its 
Subsidiaries, an amount sufficient to satisfy Federal, state and 
local taxes (including the Participant's FICA obligation) 
required by law to be withheld with respect to any grant, 
exercise, or payment made under or as a result of this Plan.

16.2  STOCK DELIVERY OR WITHHOLDING.  With respect to withholding 
required upon the exercise of Stock Options, or upon the lapse of 
restrictions on Restricted Stock, participants may elect, subject 
to the approval of the Committee, to satisfy the withholding 
requirement, in whole or in part, by tendering to the Company 
Shares of previously acquired Stock or by having the Company 
withhold Shares of Stock, in each such case in an amount having a 
Fair Market Value equal to the amount required to be withheld to 
satisfy the tax withholding obligations described in
Section 16.1.  The value of the Shares to be tendered or withheld 
is to be based on the Fair Market Value of the Stock on the date 
that the amount of tax to be withheld is to be determined. All 
Stock withholding elections shall be irrevocable and made in 
writing, signed by the Participant on forms approved by the 
Committee in advance of the day that the transaction becomes 
taxable.

      Stock withholding elections made by Participants who are 
subject to the short-swing profit restrictions of Section 16 of 
the Exchange Act must comply with the additional restrictions of 
Section 16 and Rule 16b-3 in making their elections.


ARTICLE 17   SUCCESSORS
             ----------

All obligations of the Company under the Plan, with respect to 
Awards granted hereunder, shall be binding on any successor to 
the Company, whether the existence of such successor is the 
result of a direct or indirect purchase, merger, consolidation or 
otherwise, of all or substantially all of the business and/or 
assets of the Company.


ARTICLE 18   REQUIREMENTS OF LAW
             -------------------

18.1  REQUIREMENTS OF LAW.  The granting of Awards and the 
issuance of Shares of Stock under this Plan shall be subject to 
all applicable laws, rules, and regulations, and to such 
approvals by any governmental agencies or national securities 
exchanges as may be required.

18.2  GOVERNING LAW.  The Plan, and all agreements hereunder, 
shall be construed in accordance with and governed by the laws of 
the State of Ohio without giving effect to the principles of the 
conflicts of laws.