December 31, 2007





Mr.
      Richard R.
      Grigg


4140
      Far-O-Way
      Lane


Richfield,
      OH
      44286





Special
      Severance
      Agreement





Dear
      Dick:





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





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





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





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




1.        Offer




In
      order to induce
      you to remain in the employ of the Company and to provide continued services
      to
      the Company now and in the event that a Change in Control is imminent or
      occurring, this letter agreement (the "Agreement") sets forth severance and
      other benefits which the Company offers to pay to you in the event of your
      Termination of Employment under certain circumstances (in the manner described
      in Section 5 below) subsequent to a Change in Control of the Company (as defined
      in Section 4 below). For purposes of this Agreement, “Termination of Employment”
shall mean a separation from service within the meaning of Section 409A of
      the
      Internal Revenue Code of 1986, as amended, (“Section 409A”) with the Company and
      all of its affiliates, for any reason, including without limitation, quit,
      discharge, retirement, leave of absence (including military leave, sick leave,
      or other bona fide leave of absence such as temporary employment by the
      government if the period of such leave exceeds the greater of six months, or
      the
      period for which your right to reemployment is provided either by statute or
      by
      contract) or permanent decrease in service to a level that is no more than
      twenty percent (20%) of its prior level. For this purpose, whether a Termination
      of Employment has occurred is determined based on whether it is reasonably
      anticipated that no further services will be performed by you after a certain
      date or that the level of bona fide services you will perform after such date
      (whether as an employee or as an independent contractor) would permanently
      decrease to no more than twenty percent (20%) of the average level of bona
      fide
      services performed (whether as an employee or an independent contractor) over
      the immediately preceding 36-month period (or the full period of services if
      you
      have been providing services for less than 36 months).





2.        Operation
  This
        Agreement shall
        become effective as of the date of commencement of the term set forth in
        Section
        3 below, but anything in this Agreementto the contrary notwithstanding,
        neither this Agreement nor any of its provisions shall be operative unless
        and
        until there has been a Change in Control while you are still an employee
        of the
        Company, nor shall this Agreement govern or affect your employment relationship
        with the Company except as explicitly set forth herein.  Upon a Change
        in Control, if you are still employed by the Company, this Agreement and
        all of
        its provisions shall become operative immediately on the later of (a) the
        date of the Change in Control or (b) the first day of the term of this
        Agreement.  If your employment relationship with the Company is
        terminated before a Change in Control, you shall have no rights or obligations
        under this Agreement.





3.       
      Term





(a)Term
      of
      Agreement:  The
      term of this Agreement shall commence immediately upon the date hereof and
      continue until December 31, 2009.  This Agreement shall supersede all
      other agreements of a like or similar nature.  Such former agreements
      are considered null and void as of the date on which the term of this Agreement
      commences.





(b) 
One-Year
      Evergreen Provision:Subject to Subsection
      (c)
      below, this Agreement shall be reviewed annually commencing in 2008 by the
      Board
      at a regular meeting held between September 1 and December 31 of each
      year.  At such yearly review, the Board shall consider whether or not
      to extend the term of this Agreement for an additional year.  Unless
      the Board affirmatively votes not to extend this Agreement at such yearly
      review, the term of this Agreement shall be extended for a period of one (1)
      year from the previous termination date.  In the event the Board so
      votes not to extend this Agreement, the termination date of this Agreement
      shall
      not be extended and shall remain the same termination date as in effect
      previously.





(c)   
 Subsection
      (b) above notwithstanding,
      upon the occurrence of a Change in Control, this Agreement shall be
      automatically extended for a period of twenty-four (24) full calendar months
      commencing on the date of such Change in Control.  At the end of such
      twenty-four (24) month period, this Agreement shall
      terminate.





4.       
      Change
      in Control





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





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


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





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





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





5.       
      Employment
      Termination





(a)     Termination
      of Employment Following a Change in Control: If a Change in Control
      occurs, you
      shall be entitled to the benefits described in Section 6 if, at any time during
      the twenty-four (24) month period following the Change in
      Control:


(1)    
      You incur an involuntary Termination of Employment for any reason other than
      for
      Cause; or




(2)     You incur a voluntary Termination of Employment
      for Good Reason within thirty days following an event that constitutes Good
      Reason as defined below.





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(b)      Definition
      of Good Reason:   For purposes of this
      Agreement, “Good Reason” shall mean the initial occurrence, without your
      consent, of one or more of the following events:




(1)
              a
                  material diminution in your base
                  pay;
 
 (2)
              a
                  material diminution in your
                  authority, duties or
                  responsibilities;
 
 (3)
              a
                  material diminution in the
                  authority, duties or responsibilities of the supervisor to whom
                  you are
                  required to report, including a requirement that you report to
                  a corporate
                  officer or employee instead of reporting directly to the Board
                  if you
                  reported to the Board directly immediately before the Change in
                  Control;
 
 (4)
              a
                  material diminution in the
                  budget over which you retain
                  authority;
 
 (5)
              a
                  material change in the
                  geographic location at which you must perform services;
                  and
 
 (6)
              any
                  other action or inaction that
                  constitutes a material breach by the Company of any employment
                  agreement
                  under which you provide
                  services;
 provided,
        however,
        that “Good Reason” shall not be deemed to exist
        unless:





(A)
            you
                have provided notice to the
                Company of the existence of one or more of the conditions listed
                in (1)
                through (6) above within 90 days after the initial occurrence of
                such
                condition or conditions; and





(B)
            such
                condition or conditions have
                not been cured by the Company within 30 days after receipt of such
                notice.




(c)     Definition ofCause:   For
      purposes of this
      Agreement, the term Cause shall meanthat,
      prior to any Termination of
      Employment, you shall have committed:





(i)
            and
                been convicted of a criminal
                violation involving fraud, embezzlement or theft in connection with
                your
                duties or in the course of your employment with the Company or any
                subsidiary;





(ii)
            intentional
                wrongful damage to
                property of the Company or any
                subsidiary;





(iii)
            intentional
                wrongful disclosure of
                secret processes or confidential information of the Company or any
                subsidiary;





(iv)
            intentional
                wrongful competition
                with Company as set forth in Section 8 below;
                or





4


(v)
            gross
                negligence in the
                performance of your material duties to the
                Company;





and
      any such act or omission shall have
      been demonstrably and materially harmful to the Company.  For purposes
      of this Agreement, no act or failure to act on your part shall be deemed
“intentional” if it was due primarily to an error in judgment or negligence, but
      shall be deemed “intentional” only if done or omitted to be done by you not in
      good faith and without reasonable belief that your action or omission was in
      the
      best interest of the Company.  Notwithstanding the foregoing, you
      shall not be deemed to have been terminated for “Cause” hereunder unless and
      until there shall have been delivered to you a copy of a resolution duly adopted
      by the affirmative vote of not less than three quarters of the Board then in
      office at a meeting of the Board called and held for such purpose, after
      reasonable notice to you and an opportunity for you, together with your counsel
      (if you choose to have counsel present at such meeting), to be heard before
      the
      Board, finding that, in the good faith opinion of the Board, you had committed
      an act constituting “Cause” as herein defined and specifying the particulars
      thereof in detail.  Nothing herein will limit your right or your
      beneficiaries to contest the validity or propriety of any such
      determination.





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





(e)     Date
      of
      Termination:  "Date of Termination"
      shall
      mean the effective date of your Termination of Employment.





(f)      Normal
      Retirement:   If your employment
      with the Company is terminated due to Normal Retirement, you shall not be
      entitled to severance benefits under this Agreement, regardless of the
      occurrence of a Change in Control.  A termination by Normal Retirement
      shall have occurred where your termination is caused by the fact that you have
      reached the first date on which you are entitled to receive a pension benefit
      that is not reduced for early payment under the FirstEnergy Corp. Master Pension
      Plan or any successor pension plan.





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





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





5


For
      purposes of this Agreement,
      "Disability" shall mean,  a disability as defined in the FirstEnergy
      Corp. Master Pension Plan or successor qualified pension plan under the
      pertinent provisions of the plan that apply to you  except for
      purposes of this provision you need not have completed ten (10) years of service
      with the Company.





6.        Severance
      Benefits





If,
      within a period of twenty-four (24)
      full calendar months after a Change in Control of the Company, you incur a
      Termination of Employment under circumstances described in Section 5(a) of
      this
      Agreement, the following shall be applicable:





(a)      
      The Company shall pay to you
      as
      soon as possible but not later than thirty (30) business days following the
      Termination of Employment a lump sum severance benefit, payable in cash, in
      the
      amounts determined as provided below:





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





(2)         
      In lieu of further salary payments
      to you for periods subsequent to your Termination of Employment and, in part,
      as
      consideration for the non-competition agreement set forth in Section 8 of this
      Agreement, an amount equal to 2.99 multiplied by the sum of: (i) your annual
      base salary at the rate in effect as of the date of your Termination of
      Employment (or, if higher, at the rate in effect as of the time of the Change
      in
      Control) plus (ii) the target annual short-term incentive amount in
      effect  for you under the FirstEnergy Corp. 2007 Incentive
      Compensation Plan or any successor incentive compensation plan (“ICP”) in the
      year during which your Termination of Employment occurs whether or not fully
      paid.





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





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





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





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




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


6





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





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





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





(e)        As
      further provided in the FirstEnergy
      Corp. Executive Deferred Compensation Plan ("Deferred Compensation Plan"),
      you
      shall be credited with three (3) additional years of age and
      service.Notwithstanding anything in this Agreement or the
      Deferred Compensation Plan to the contrary, the additional age and service
      credits provided hereunder shall not accelerate the payout under such plans
      if
      such acceleration would violate the rules under Section 409A.





(f)         If,
      on the date of your Termination of
      Employment you are a participant in the FirstEnergy Corp. Supplemental Executive
      Retirement Plan ("SERP"), and as further provided in the SERP, you shall be
      credited with three (3) additional years of age and service, and your accrued
      benefit, if any, shall be fully vested.Notwithstanding
      anything in this Agreement or the SERP to the contrary, the additional age
      and
      service credits provided hereunder shall not accelerate the payout under such
      plans if such acceleration would violate the rules under
      Section 409A.





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





7


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





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





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





(k)         Certain
      Additional Payments by the Company:





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





8


(2)       All
      determinations required to be made
      under this Subsection (l), including whether a Gross-Up Payment is required
      and
      the amount of such Gross-Up Payment, shall be made in good faith by the Company
      which shall provide detailed supporting calculations to you within thirty (30)
      business days after the date of your Termination of Employment, if applicable,
      or such earlier time as is requested by the Company.  If the Company
      determines that no Excise Tax is payable by you, it shall furnish you with
      an
      opinion of counsel that you have substantial authority not to report any Excise
      Tax on your federal income tax return.  Except as hereinafter
      provided, any determination by the Company shall be binding upon the Company
      and
      you.  As a result of the uncertainty in the application of Section
      4999 of the Code at the time of the initial determination by the Company
      hereunder, it is possible that Gross-Up Payments which will not have been made
      by the Company should have been made ("Underpayment"), consistent with the
      calculations required to be made hereunder.  In the event that you are
      required to make a payment of any Excise Tax, the Company shall determine the
      amount of the Underpayment that has occurred and any such Underpayment shall
      be
      promptly paid by the Company to you or for your benefit.





7.         Assignability





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





8.         Non-Competition





If, subsequent to a Change in
      Control of the Company, you incur a Termination of Employment under
      circumstances described in Section 5(a) of this Agreement, then for a period
      of
      twenty-four (24) months after your Termination of Employment, you shall not
      on
      your own account without the consent of the Company, or as a shareholder,
      employee, officer, director, consultant or otherwise, engage directly or
      indirectly in any business or enterprise which is in competition with the
      Company.  For all purposes of this Agreement the words "competition
      with the Company" shall mean:





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





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





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





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





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





9


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





However,
      nothing herein contained shall
      prevent you from purchasing and holding for investment less than 5% of the
      shares of any corporation the shares of which are regularly traded either on
      a
      national securities exchange or in the over-the-counter market, and
      notwithstanding any provision hereof, you may disclose to any and all persons,
      without limitation of any kind, the tax treatment and any facts that may be
      relevant to the tax structure of the transactions contemplated by this
      Agreement, other than any information for which nondisclosure is reasonably
      necessary in order to comply with applicable federal or state securities laws,
      and except that, with respect to any document or other information that in
      either case contains information concerning the tax treatment or tax structure
      of such transactions as well as other information, this paragraph shall apply
      only to such portions of the document or similar item that is relevant to an
      understanding of such tax treatment or tax structure.


9
          .      Non-Disparagement
 You and the Company agree that neither party shall disparage the other
          nor shall
          either party communicate to any person and/or entity in a manner that is
          disrespectful, demeaning, and/or insulting toward the other
          party.





10.      Successor





The
      Company shall require any successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business and/or assets of the Company to assume
      expressly and agree to perform this Agreement in the same manner and to the
      same
      extent that the Company would be required to perform it if no such succession
      had taken place.  As used in this Agreement, "Company" shall mean the
      Company as herein before defined and any successor to its business and/or assets
      as aforesaid which assumes and agrees to perform this Agreement by operation
      of
      law, or otherwise.  Failure of the Company to obtain such agreement
      prior to the effectiveness of such succession shall be a breach of this
      Agreement and shall entitle you to compensation from the Company in the same
      amount and on the same terms as you would be entitled hereunder if you incurred
      a Termination of Employment under Section 5(a)(2) of this
      Agreement.





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





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11.      Amendment;
      Waiver





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





12.     
      Notices





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





If
      to
      you:





Mr.
      Richard R. Grigg


4140
      Far-O-Way Lane


Richfield,OH44286





If
      to the
      Company:





Secretary


FirstEnergy


76
      South Main Street


Akron,Ohio44308





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





13.     
      Validity





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





14.      Withholding





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





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15.   
      Section
      409A





(a)       If
      you are a “specified employee,” as
      determined under the Company’s policy for determining specified employees on the
      date of your Termination of Employment, all payments, benefits, or
      reimbursements provided under this Agreement that would otherwise be paid or
      provided during the first six (6) months following such Termination of
      Employment (other than payments, benefits, or reimbursements that are treated
      as
      separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations
      or
      short-term deferrals) shall be accumulated through and paid or provided
      (together with interest at the applicable federal rate under Section
      7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended, in effect on
      the
      date of the Termination of Employment) on the first business day following
      the
      six (6) month anniversary of such Termination of Employment. Notwithstanding
      the
      foregoing, payments delayed pursuant to this Section 14(a) shall commence on
      your death prior to the end of the six (6) month period.





(b)       Any
      reimbursement of expenses or in-kind
      benefits provided under this Agreement (other than reimbursements or in-kind
      benefits that are treated as separation pay under Section 1.409A-1(b)(9)(v)
      of
      the Treasury Regulations), shall be subject to the following additional rules:
      (i) any reimbursement of eligible expenses shall be paid as they are incurred
      (but not prior to the end of the six-month delay period set forth in Section
      14(a)); provided that you first provide documentation thereof in reasonable
      detail not later than sixty (60) days following the end of the calendar year
      in
      which the eligible expenses were incurred: (ii) the amount of expenses eligible
      for reimbursement, or in-kind benefits provided, during any calendar year shall
      not affect the amount of expenses eligible for reimbursement, or in-kind
      benefits to be provided, during any other calendar year; and (iii) the right
      to
      reimbursement or in-kind benefits shall not be subject to liquidation or
      exchange for another benefit.





(c)       It
      is intended that the payments and
      benefits provided under this Agreement shall either be exempt from application
      of, or comply with, the requirements of Section 409A of the
      Code.  This agreement shall be construed, administered, and governed
      in a manner that effects such intent, and the Company shall not take any action
      that would be inconsistent with such intent. Without limiting the foregoing,
      the
      payments and benefits provided under this Agreement may not be deferred,
      accelerated, extended, paid out, or modified in a manner that would result
      in
      the imposition of an additional tax under Section 409A of the Code upon you.
      Although the Company shall use its best efforts to avoid the imposition of
      taxation, interest and penalties under Section 409A of the Code, the tax
      treatment of the benefits provided under this Plan is not warranted or
      guaranteed. Neither the Company, its Affiliates nor their respective boards
      of
      directors shall be held liable for any taxes, interest, penalties, or other
      monetary amounts owed by you or other taxpayers as a result of the
      Agreement.








16.      Entire
      Agreement





This
      Agreement contains the entire
      understanding of the Company and you with respect to the subject matter hereof
      and, upon the date this Agreement becomes effective pursuant to Section 3,
      supercedes all other agreements of like or similar nature.





17.      Applicable
      Law





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








12


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





Very
                truly
                yours,FIRSTENERGY
                  CORP.By:________________________________________
                Anthony
                  J.
                  Alexander
                President
                  and Chief Executive
                  OfficerAccepted
                  and Agreed as of the date
                  first above written
                
                
                
                __________________________________________
                Richard
                  R. Grigg
 
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