Exhibit
10-6 
 
 ***FirstEnergy
Corp.***
 ***Executive
and Directors Incentive Compensation Plan***
 ***Restricted
Stock Agreement***
 
 
 Award No.: **24**
 
 
 Number of Shares
Awarded **: 35,000
shares**
 
 Date of Grant: **September
20, 2004**
 
  This Restricted
Stock Agreement ("Agreement") is entered into as of September 20, 2004 between
FirstEnergy Corp. ("FE") and Guy L. Pipitone ("Recipient").
 
 
 **AWARD**
 
 On February 17,
1998, The Board of Directors ("Directors") of FE adopted the FE Executive and
Director Incentive Compensation Plan ("Plan"), which was approved by the common
stock shareholders on April 30, 1998, and became effective May 1, 1998. As of
the date of this Agreement, per the terms of the Plan, FE grants to the
Recipient the above number of restricted shares of FE Common Stock ("Restricted
Shares") per the terms and conditions of Article 8 of the Plan.
 
 
 **GENERAL
TERMS**
 
 This Agreement is
subject to the following terms and conditions as outlined in the
Plan:
 
 **Restricted
Period**
 
 1.
    Restricted
      Shares shall not be sold, transferred, pledged, or assigned, until the
      earliest of:
 
 a)
    September 20,
      2007;
 b)
    The date of
      the Recipient’s death;
 c)
    The date that
      the Recipient’s employment is terminated due to Disability (as defined
      under Section 8.10 of the Plan); or
 d)
    The date that
      a Change in Control occurs.
 
 The period from the
date of this Agreement until the earliest of the above dates is referred to as
the åRestricted Period.æ
 
 **Registration
and Certificate Legend**
  
 1
 
 FE shall register a
certificate(s) in the name of the Recipient for the number of Restricted Shares
specified above. Each certificate will bear the following legend until the time
that Recipient’s employment terminates:
 
 "The sale or
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 the FirstEnergy Corp., in the rules and administrative
procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement
dated September 20, 2004. A copy of the Plan, such rules and procedures, and
such Restricted Stock Agreement may be obtained from the Corporate Secretary of
FirstEnergy Corp."
 
 **Forfeiture**
 
 Recipient shall
forfeit the Restricted Shares upon the occurrence of any of the following events
at any time before the expiration of the Restricted Period:
 
 ·
    Termination of employment with FE or its subsidiaries for any reason other
      than death, Disability, involuntary termination under conditions in which
      the Recipient
      qualifies for and elects benefits under the FE Severance
      Benefits Plan, or unless the restrictions are waived or modified in the
      sole discretion of the Committee.
 
 ·
    Any attempt to sell, transfer, pledge, or assign the Restricted Shares in
      violation of the above.
 
 Under the
occurrence of any of the above before the expiration of the Restricted Period,
the Restricted Shares shall be forfeited to FE and the Recipient’s interest in
the Restricted Shares, including the right to vote and receive dividends, shall
terminate immediately.
 
 **Voting and
Dividend Rights**
 
 Subject to the
above restrictions, the Recipient shall be entitled to all other rights of
ownership, including, but not limited to, the right to vote the Restricted
Shares and to receive dividends. Dividends payable during the Restricted Period
will be automatically reinvested in restricted shares that are subject to the
same restrictions above.
 
 **Expiration
of Restricted Period**
 
 Should Recipient’s
employment with FE continue after expiration of the Restricted Period, Recipient
will not be permitted to sell, transfer, pledge, or assign the Restricted Shares
or any shares received as (or through the reinvestment of) dividends upon or
adjustments to those shares (collective, the "Transfer Restricted Securities")
until such time as Recipient’s employment with FE and its subsidiaries
terminates. Any attempt to sell transfer, pledge, or assign any such transfer on
its books or teat 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,
and, in addition, the Recipient will be permitted to tender Restricted Shares to
FE under Section 16.2 of the Plan to the minimum amount necessary to satisfy tax
withholding obligations associated with the Restricted Shares.
   
 2
 
 
 Recipient agrees
that FE may maintain custody of the certificate or certificates evidencing the
Transfer Restricted Securities until the expiration of Recipient’s employment
with FE and its subsidiaries in order to enforce the restrictions provided in
this Agreement. Upon the termination of Recipient’s employment with FE and its
subsidiaries for any reason after (or contemporaneous with) termination of the
Restricted Period, Recipient shall be entitled to have the legend removed from
the certificate or certificates. FE’s obligation to remove the legend is subject
to Recipient making the necessary arrangements with FE to satisfy any
withholding obligations.
 
 **Effect on
the Employment Relationship**
 
 Nothing in this
Agreement guarantees employment with FE, nor does it confer any special rights
or privileges to the Recipient 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 FE affecting the Common Stock, the Committee
will adjust the number and class of securities in this restricted stock grant in
a manner determined appropriate to prevent dilution or diminution of the stock
grant under this Agreement.
 
 
 **Administration**
 
 1.
    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.
 
 2.
    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.
 
 3.
    If a term is capitalized but not defined in this Agreement, it has the
      meaning given to it in the Plan.
 
 4.
    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.
 
 5.
    This Agreement is governed by the laws of the State of Ohio without giving
      effect to the principles of the conflicts of
laws.
   
 
 ****FirstEnergy
      Corp.**By:Corporate Secretary**
  
 3
 
 
 
 I
acknowledge receipt of this Restricted Stock Agreement and I accept and agree
with the terms and conditions stated above.
 
 
 ****____________________
    By:(Date)
    (Signature of
      Recipient)
 
 
 (This is GLP’s
1 st Restricted Stock
Grant)
 9/14/04
           
 4