EXHIBIT
10.4
 
 
 
 
 FirstEnergy
Corp.
 2007
Incentive Plan
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 Amendment and
Restatement
 Effective May 15,
2007
 
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10.4.DOC;1}
   Contents
  
   
 PageArticle 1.
      Establishment, Purpose, and Duration
                                                                            1Article 2.
      Definitions
                                                                            1Article 3.
      Administration
                                                                            8Article 4.
      Shares Subject to This Plan and Maximum Awards
                                                                            9Article 5.
      Eligibility and Participation
                                                                            12Article 6.
      Stock Options
                                                                            12Article 7.
      Stock Appreciation Rights
                                                                            14Article 8.
      Restricted Stock and Restricted Stock Units
                                                                            16Article 9.
      Performance Shares
                                                                            18Article 10.
      Cash-Based Awards and Other Stock-Based Awards
                                                                            19Article 11.
      Transferability of Awards
                                                                            20Article 12.
      Performance Measures
                                                                            20Article 13.
      Nonemployee Director Awards
                                                                            22Article 14.
      Dividend Equivalents
                                                                            22Article 15.
      Beneficiary Designation
                                                                            22Article 16.
      Rights of Participants
                                                                            23Article 17.
      Change in Control
                                                                            23Article 18.
      Amendment, Modification, Suspension and Termination
                                                                            24Article 19.
      Withholding
                                                                            26Article 20.
      Successors
                                                                            26Article 21.
      General Provisions
                                                                            26
 
 
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  FirstEnergy
Corp. 2007 Incentive Plan
  Article
1.  Establishment, Purpose, and
Duration
  1.1  Establishment.
FirstEnergy Corp., an Ohio corporation (the “Company”), hereby amends and
restates in its entirety the FirstEnergy Corp. Executive and Director Incentive
Compensation Plan, renamed as the “FirstEnergy Corp. 2007 Incentive Plan” (the
“Plan”), as set forth in this document.
  This Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Shares, Cash-Based Awards
and Other Stock-Based Awards.
  1.2  Purpose of This 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 increase 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 employees and Directors
whose judgment, interest, efforts and special skills will help enable the
Company to succeed.  The Plan is intended to permit the preservation
of the maximum deductibility of all Awards within the structure of Code
Section 162(m).
  1.3  Duration of This
Plan. This amended and restated Plan shall become effective upon
shareholder approval (the “Effective Date”).  After this Plan is
terminated, no Awards may be granted but Awards previously granted shall remain
outstanding subject to this Plan’s terms and conditions.  Incentive
Stock Options cannot be granted more than ten (10) years after the earlier of
the date of adoption of this Plan by the Board and the Effective
Date.
  Article
2.  Definitions
  As used in this
Plan, the following capitalized terms shall have the following
meanings:
  2.1  “Annual Award Limit”and“Annual Award
Limits” have the meanings set forth in Section 4.3.
  2.2  “Award” means,
individually or collectively, a grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Shares, Cash-Based Awards,or Other Stock-Based Awards
under and subject to the terms of this Plan.
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  2.3  “Award Agreement”
means either: (a) a written agreement entered into by the Company and a
Participant setting forth the terms of an Award, or (b) a written or electronic
statement issued by the Company to a Participant describing the terms of an
Award, including any amendment or modification thereof.  The Committee
may provide for the use of electronic, Internet, or other non-paper Award
Agreements, and the use of electronic, Internet, or other non-paper means for
the acceptance thereof and actions thereunder by a Participant.
  2.4  “Beneficial Owner”
or “Beneficial
Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of
the General Rules and Regulations under the Exchange Act.
  2.5  “Board” or “Board of Directors” means the
Board of Directors of the Company.
  2.6  “Cash-Based Award”
means an Award, denominated in cash, granted to a Participant as described in
Article 10.
  2.7  “Cause” shall
mean:
  (a)
              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
  (b)
              the
      Participant’s conviction for committing a felony or a crime involving an
      act of moral turpitude, dishonesty or misfeasance;
  or
  (c)
              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;
or
  (d)
              a material
      breach by a Participant of any agreement between the Participant and the
      Company.
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  2.8  “Change in
Control” shall mean:
  (a)
              An acquisition
      by any Person of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) immediately after which such Person
      has beneficial ownership of fifty percent (50%) (twenty-five percent (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 an 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 (collectively “Reorganization”) if, following such
      Reorganization, the conditions described in (c)(i), (c)(ii), and (c)(iii)
      of this Section are satisfied.
  (b)
              Individuals
      who, as of the Effective Date, 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 of adoption whose election, or nomination for
      election by the Company’s shareholders, is approved by a vote of at least
      a majority of the Directors then comprising the Incumbent Board shall be
      considered as 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 successor rule) or other actual
      or threatened solicitation of proxies or consents by or on behalf of a
      Person other than the Board; or
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 (c)
              Consummation
      of a Reorganization, or sale or other disposition of all or substantially
      all of the assets of the Company in one transaction or a series of related
      transaction, in each case, unless, following such Reorganization, or sale
      or other disposition of assets:
 
 (i)
              More than
      seventy-five percent (75%) of, respectively, the then-outstanding shares
      of common stock of the corporation resulting from such Reorganization or
      acquisition of such assets and the combined voting power of the
      then-outstanding voting securities of such resulting or acquiring
      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, or
      sale or other disposition of assets in substantially the same proportions
      as their ownership, immediately prior to such Reorganization, 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, or
      sale or other disposition of assets, and any Person beneficially owning,
      immediately prior to such Reorganization, or sale or other disposition of
      assets, directly or indirectly, twenty-five percent (25%) or more of the
      Outstanding Company Common Stock or Outstanding Company Voting Securities,
      as the case may be) beneficially owns, directly or indirectly, twenty-five
      percent (25%) or more of, respectively, the then-outstanding shares of
      common stock of the corporation resulting from such Reorganization or
      acquiring such assets, or the combined voting power of the
      then-outstanding voting securities of such resulting or acquiring
      corporation that are 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 or acquisition of such assets were
      members of the Incumbent Board at the time of the execution of the initial
      agreement providing for such Reorganization, 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.
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 However, in no event
will 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 shallbe 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 (excluding passive ownership of less than five
percent (5%) of the voting securities of the purchasing company or 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 nonemployee continuing members of the Board of
Directors).
  In addition, a
Change in Control may occur only with respect to the Company.  A
change in ownership of common stock of an affiliate or subsidiary, change in
membership of a board of directors of an affiliate or subsidiary, the sale of
assets of an affiliate or subsidiary, or any other event described in this
subsection that occurs only with respect to an affiliate or subsidiary does not
constitute a Change in Control.
  
 2.9  “Code” means the
Internal Revenue Code of 1986, as amended from time to
time.  References to Code Sections shall be deemed to include
references to any applicable regulations thereunder and any successor provision
with the same or similar purpose.
  2.10  “Committee” means
the Compensation Committee of the Board or a subcommittee thereof, or any other
committee designated by the Board to administer this Plan.  The
Committee members shall be appointed from time to time by, and shall serve at
the discretion of, the Board.  If the Committee does not exist or
cannot function for any reason, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee.
  2.11  “Company” means
FirstEnergy Corp., an Ohio corporation, and any successor thereto as provided in
Article 20.
  2.12  “Covered Employee”
means any Employee who is or may become a “covered employee,” as defined in Code
Section 162(m), and who is designated, as an individual Employee or as a member
of a class of Employees, by the Committee.
  2.13  “Director” means a
member of the Board.
  2.14  “Disability”means, as of any date, a Participant’s qualification for, and receipt of,
benefits under the Company’s then-existing long-term disability plan or
program.
  2.15  “Effective Date”
has the meaning set forth in Section 1.3.
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  2.16  “Employee” means
any individual performing services for the Company, or a Subsidiary and
designated as an employee of the Company, or its Subsidiaries on the payroll
records thereof.  An Employee shall not include any individual during
any period he or she is classified or treated by the Company or Subsidiary as an
independent contractor, a consultant or an employee of an employment,
consulting, or temporary agency or any entity other than the Company or a
Subsidiary, without regard to whether such individual is subsequently determined
to have been, or is subsequently retroactively reclassified as, a common law
employee of the Company or Subsidiary during such period by a court, agency or
otherwise.
  2.17  “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto.
  2.18  “Exercise Price”
means the price at which a Share may be purchased by a Participant pursuant to
an Option or the price established at the time of grant of an SAR pursuant to
Article 7 which is used to determine the amount of any payment due upon exercise
of the Option or SAR, as the case may be.
  2.19  “Fair Market
Value” or “FMV”means an amount, unless the Committee determines otherwise, with respect
to publicly traded Shares equal to the average of the high and low sales prices
of the common stock as reported on the composite tape of the New York Stock
Exchange for the date in which the determination of the fair market value is
made or, if there are no sales of common stock on that date, then on the next
preceding date on which there were sales of common stock.  If Shares
are not publicly traded, Fair Market Value shall be determined by the Committee
in such manner as it deems appropriate.  The Committee may determine
Fair Market Value on other reasonable bases including a price based on the
opening, closing, actual, high, low or average selling prices of a Share
reported on the New York Stock Exchange or other established stock exchange (or
exchanges) on the applicable date, the preceding trading day, the next
succeeding trading day or an average of trading days, as determined by the
Committee in its sole discretion.  Such definition(s) of FMV shall be
specified in each Award Agreement and may differ depending on whether FMV is in
reference to the grant, exercise, vesting, settlement or payout of an
Award.  Notwithstanding anything in this Plan to the contrary, “Fair
Market Value” shall be determined in a manner consistent with exemption from,
and avoidance of adverse tax consequences under, Code Section 409A and, with
respect to ISOs, also in a manner consistent with Code Section 422.
  2.20  “Full-Value Award”means an Award other than in the form of an ISO, NSO or SAR, and which is
settled with Shares.
  2.21  “Grant Date”means
the date an Award is granted to a Participant pursuant to the Plan.
  2.22  “Incentive Stock Option”or“ISO”means an
Option to purchase Shares granted under Article 6 to an Employee that is
designated as an Incentive Stock Option and that is intended to meet the
requirements of Code Section 422.
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  2.23  “Nonemployee Director”means a Director who is not an Employee.
  2.24  “Nonemployee Director
Award” means any NSO, SAR or Full-Value Award granted, whether singly, in
combination, or in tandem, to a Participant who is a Nonemployee Director
pursuant to such applicable terms, conditions and limitations as the Board or
Committee may establish in accordance with this Plan.
  2.25  “Nonqualified Stock
Option” or “NSO”
means an Option that is not intended to meet the requirements of Code
Section 422, or that otherwise does not meet such
requirements.
  2.26  “Option” means an
Incentive Stock Option or a Nonqualified Stock Option, as described in
Article 6.
  2.27  “Other Stock-Based Award”means an equity-based or equity-related Award not otherwise described in
this Plan, granted pursuant to Article 10.
  2.28  “Participant”
means any eligible individual as set forth in Article 5 to whom an Award is
granted.
  2.29  “Performance-Based
Compensation” means compensation under an Award that is intended to
satisfy the requirements of Code Section 162(m) for certain performance-based
compensation for Covered Employees.
  2.30  “Performance
Measures” means measures described in Article 12 upon which performance
goals are based and which are approved by the Company’s shareholders pursuant to
this Plan for Awards to qualify as Performance-Based Compensation.
  2.31  “Performance
Period” means the period of time during which the performance goals must
be met in order to determine the degree of payout and/or vesting with respect to
an Award.
  2.32  “Performance
Share” means an Award under Article 9 and subject to the terms of
this Plan, denominated in Shares, the value of which at the time it is payable
is a function of the extent to which, or whether, corresponding performance
criteria have been achieved.
  2.33  “Period of
Restriction” means the period when Restricted Stock or Restricted Stock
Units are subject to a substantial risk of forfeiture (based upon the passage of
time, the achievement of performance goals, or upon the occurrence or
non-occurrence of other events as determined by the Committee, in its sole
discretion), as provided in Article 8.
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  2.34  “Person”shall
have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d) thereof.
  2.35  “Plan” means this
FirstEnergy Corp. 2007 Incentive Plan, as it may be amended from time to
time.
  2.36  “Plan Year”means
the calendar year.
  2.37  “Restricted Stock”
means an Award granted to a Participant pursuant to Article 8, which is not
a Restricted Stock Unit.
  2.38  “Restricted Stock
Unit” means an Award granted to a Participant pursuant to Article 8,
pursuant to which no Shares are actually awarded to the Participant on the Grant
Date.
  2.39  “Share” means a
share of common stock of the Company, $.10 par value per share.
  2.40  “Stock Appreciation
Right” or “SAR”
means an Award designated as a stock appreciation right, granted pursuant to
Article 7.
  2.41  “Subsidiary” means
any corporation or other entity in which the Company has or obtains, directly or
indirectly, a proprietary interest of more than fifty percent (50%) by reason of
stock ownership or otherwise.
  Article
3.  Administration
  3.1  General. The
Committee shall be responsible for administering this Plan, subject to this
Article and the other provisions of this Plan.  The Committee shall
consist of such number of Nonemployee Directors as is necessary for compliance
with Code Section 162(m) and Rule 16b-4 of the Exchange Act, as and when
applicable.  The Committee may employ attorneys, consultants,
accountants, agents, and other individuals, any of whom may be an Employee, and
the Committee, the Company, and its officers, administrators and Directors shall
be entitled to rely upon the advice, opinions or valuations of any such
individuals.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Participants, the Company and all other individuals.
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  3.2  Authority of the
Committee. The Committee shall have full and exclusive discretionary
power to interpret the terms of this Plan and any Award Agreement or other
agreement or document ancillary or related to this Plan, to determine
eligibility for Awards and to adopt such rules, regulations, forms, instruments
and guidelines for administering this Plan as the Committee may deem necessary
or proper.  Such authority shall include selecting Award recipients,
establishing all Award terms and conditions, including the terms and conditions
set forth in Award Agreements, resolving or reconciling any ambiguity or
inconsistency of or among provisions of the Plan, any Award Agreement or related
documents, correcting any defect (including scrivener’s errors), supplying any
omission and, subject to Article 18, adopting modifications and amendments to
this Plan or any Award Agreement, including any that are necessary to comply
with, or obtain favorable treatment under, applicable laws.
  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).  Subject to Section 4.4, 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 4.4) may be taken
with respect to an outstanding Award except in accordance with Section
18.3.
  3.3  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 (including electronic signatures) 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 Amended Code of Regulations and Ohio law
for their services as Directors.
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  3.4  Delegation. The
Committee may delegate to one or more of its members or to one or more officers
or employees of the Company and its Subsidiaries or to one or more agents or
advisors, such administrative duties or powers as it may deem advisable, and the
Committee or any individuals to whom it has delegated duties or powers as
aforesaid may employ one or more individuals to render advice with respect to
any responsibility the Committee or such individuals may have under this
Plan.  The Committee may authorize one or more officers of the Company
to do one or both of the following on the same basis as can the Committee: (a)
designate Employees (other than Covered Employees) to be recipients of Awards;
and (b) determine the size of any such Awards; provided, however, (i) the
Committee shall not delegate such responsibilities to any such officer for
Awards granted to an Employee who is considered an insider (as determined by the
Board applying Section 16 of the Exchange Act and related guidance); (ii) the
Committee action providing such authorization sets forth the total number of
Awards such officer(s) may grant; and (iii) the officer(s) shall report
periodically to the Committee regarding the nature and scope of the Awards
granted pursuant to the authority delegated.
  Article
4.  Shares
Subject to This Plan and Maximum Awards
  4.1  Number
of Shares Available for Awards.
  (a)
              Subject to
      adjustment as provided in Section 4.4, the maximum number of Shares
      available for grant to Participants under this Plan (the “Share
      Authorization”) shall be:
 
 (i)
              Six Million
      Five Hundred Fifty Thousand (6,550,000) Shares,
  plus
  (ii)
              The number of
      Shares available for issuance under the Plan immediately prior to the
      Effective Date of this amended and restated
  Plan.
  (b)
              All Shares of
      the Share Authorization may be issued pursuant to ISOs under this
      Plan.
 
 (c)
              The maximum
      number of Shares of the Share Authorization that may be issued to
      Nonemployee Directors shall be Two Hundred Thousand (200,000)
      Shares.
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 4.2  Share Usage.
Shares covered by an Award shall only be counted as used to the extent they are
actually issued to a Participant or beneficiary.  Any Shares related
to Awards which terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of such Shares, are settled in cash in lieu of Shares, or
are exchanged with the Committee’s permission, prior to the issuance of Shares,
for Awards not involving Shares, shall be available again for grant under this
Plan.  The Shares available for issuance under this Plan may be
authorized and unissued Shares, treasury Shares or Shares obtained on the open
market.
  4.3  Annual Award
Limits. Unless and until the Committee determines that an Award to a
Covered Employee shall not be designed to qualify as Performance-Based
Compensation, the following limits (each an “Annual Award Limit” and,
collectively, “Annual Award Limits”), as adjusted pursuant to Sections 4.4 and
18.2, shall apply to grants of such Awards under this Plan for Plan Years
beginning on or after January 1, 2007:
  (a)
              Options: The maximum
      aggregate number of Shares subject to Options granted in any one Plan Year
      to any one Participant shall be Five Hundred Thousand (500,000)
      Shares.
  (b)
              SARs: The maximum number
      of Shares subject to Stock Appreciation Rights granted in any one Plan
      Year to any one Participant shall be Five Hundred Thousand (500,000)
      Shares.
  (c)
              Restricted
      Stock:  The maximum aggregate grant with respect to
      Awards of Restricted Stock in any one Plan Year to any one Participant
      shall be Two Hundred Fifty Thousand (250,000)
  Shares.
  (d)
              Restricted Stock
      Units:  The maximum aggregate grant with respect to
      Awards of Restricted Stock Units in any one Plan Year to any one
      Participant shall be Two Hundred Fifty Thousand (250,000)
      Shares.
  (e)
              Performance Shares: The
      maximum aggregate Award of Performance Shares that any one Participant may
      receive in any one Plan Year shall beTwo Hundred Fifty
      Thousand (250,000) Shares or an amount equal to the Fair Market Value of
      Two Hundred Fifty Thousand (250,000) Shares, determined as of the date of
      vesting.
  (f)
              Cash-Based Awards: The
      maximum aggregate amount awarded or credited with respect to Cash-Based
      Awards to any one Participant in any one Plan Year, including the 2007
      Plan Year, may not exceed Five Million Dollars
    ($5,000,000).
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  (g)
              Other Stock-Based
      Awards: The maximum aggregate grant with respect to Other
      Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any
      one Participant shall be Two Hundred Fifty Thousand (250,000)
      Shares.
  4.4  Adjustments in Authorized
Shares. In the event of any corporate event or transaction (including a
change in the Shares of the Company or the capitalization of the Company) such
as a merger, consolidation, reorganization, recapitalization, separation,
partial or complete liquidation, stock dividend, stock split, reverse stock
split, split up, spin-off, or other distribution of stock or property of the
Company, combination of Shares, exchange of Shares, dividend in-kind, or other
like change in capital structure, number of outstanding Shares or distribution
(other than normal cash dividends) to shareholders of the Company, or any
similar corporate event or transaction, the Committee, in order to prevent
dilution or enlargement of Participants’ rights under this Plan, shall
substitute or adjust, as applicable, the number and kind of Shares that may be
issued under this Plan or under particular forms of Awards, the number and kind
of Shares subject to outstanding Awards, the Exercise Price applicable to
outstanding Awards, the Annual Award Limits, and other value determinations
applicable to outstanding Awards.
  The Committee, in its sole
discretion, may also make appropriate adjustments in the terms of any Awards
under this Plan to reflect, or related to, such changes or distributions and to
modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance Periods. Subject to
Article 18, but notwithstanding anything else herein to the contrary, without
affecting the number of Shares reserved or available hereunder, the Committee
may authorize the issuance or assumption of benefits under this Plan in
connection with any merger, consolidation, acquisition of property or stock or
reorganization upon such terms and conditions as it may deem
appropriate.
  The determination of the Committee as to the foregoing adjustments and
substitutions, if any, shall be conclusive and binding on Participants and
beneficiaries under this Plan.  The adjustments and substitutions
described in this Section shall be made in compliance with:  (i) Code
Sections 422 and 424 with respect to ISOs; (ii) Treasury Department Regulation
Section 1.424-1 (and any successor) with respect to NSOs, applied as if the NSOs
were ISOs; (iii) Code Section 409A, to the extent necessary for exemption
therefrom, and to avoid adverse tax consequences thereunder; and (iv) Code
Section 162(m) with respect to Awards granted to Covered Employees that the
Committee intends be Performance-Based Compensation; unless specifically
determined otherwise by the Committee.
  {EXHIBIT
10.4.DOC;1}                                                                   
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 Article
5.  Eligibility
and Participation
  5.1  Eligibility.
Individuals eligible to participate in this Plan include all Employees and
Directors.
  5.2  Actual
Participation. Subject to the provisions of this Plan, the Committee may,
from time to time, select from all eligible individuals, those individuals (or
classes or categories of individuals) to whom Awards shall be granted and shall
determine, in its sole discretion, the nature and terms of each
Award.
  Article
6.  Stock Options
  6.1  Grant of Options.
Subject to the terms of this Plan, Options may be granted to Participants in
such number, and upon such terms, and at any time and from time to time, as
shall be determined by the Committee, in its sole discretion; provided, however,
that ISOs may be granted only to eligible Employees of the Company or of any
parent or subsidiary corporation (as permitted under Code Sections 422 and 424)
and only prior to the tenth anniversary of the Effective Date.  An
Employee who is employed by a Subsidiary may only be granted Options to the
extent the Subsidiary is part of: (a) the Company’s controlled group of
corporations, or (b) a trade or business under common control; as of the Date of
Grant, each as determined under the rules of Code Section 414, but substituting
for this purpose ownership of at least fifty percent (50%) of the Subsidiary to
determine the members of the controlled group of corporations and the entities
under common control.
  6.2  Award Agreement.
Each Option grant shall be evidenced by an Award Agreement that shall specify
the Exercise Price, the maximum duration of the Option, the number of Shares to
which the Option pertains, the conditions upon which the Option shall become
vested and exercisable, and such other provisions as the Committee shall
determine which are not inconsistent with the terms of this Plan.  The
Award Agreement shall also specify whether the Option is intended to be an ISO
or an NSO.
  6.3  Exercise Price.
The Exercise Price for each grant of an Option under this Plan shall be
determined by the Committee in its sole discretion and shall be specified in the
Award Agreement; provided, however, the Exercise Price must be at least equal to
one hundred percent (100%) of the FMV of the underlying Shares on the Grant
Date. With respect to a Participant who owns, directly or indirectly, more than
ten percent (10%) of the total combined voting power of all classes of the stock
of the Company, any Subsidiary or any Affiliate, the Exercise Price of Shares
subject to an ISO shall be at least equal to one hundred ten percent (110%) of
the FMV of such Shares on the Grant Date.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  6.4  Term of Options.
Each Option granted to a Participant shall expire at such time as the Committee
shall determine at the time of grant; provided, however, no Option shall be
exercisable later than the tenth (10th)
anniversary of its Date of Grant.
  6.5  Exercise of
Options. Options shall be exercisable at such times and be subject to
such restric­tions and conditions as the Committee shall in each instance
approve, which terms and restrictions need not be the same for each grant or for
each Participant.  The aggregate FMV of Shares with respect to which
ISOs are exercisable for the first time by a grantee during any calendar year
(under this Plan or any other plan adopted by the Company or its parent or
subsidiary) shall not exceed one hundred thousand dollars
($100,000).  If such aggregate FMV (determined with respect to each
ISO at the time of grant) exceeds such amount, such number of ISOs as have an
aggregate FMV equal to the amount in excess of such amount shall be treated as
NSOs.
  6.6  Payment. Options
shall be exercised by the delivery of a written notice of exercise to the
Company or an agent designated by the Company in a form specified or accepted by
the Committee, or by complying with any alternative procedures which may be
authorized by the Committee, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the
Shares.
  Payment of the Exercise Price is
a condition precedent to the issuance of the Shares as to which an Option is
exercised.  The Exercise Price shall be payable to the Company in full
by: (a) paying cash or its equivalent; (b) tendering (either by actual
delivery or attestation) previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the Exercise Price; (c) cashless
(broker-assisted) exercise; (d) any combination of (a), (b), and (c); or (e) any
other method or methods approved or accepted by the Committee in its sole
discretion.
  Subject to any governing rules or
regulations, as soon as practicable after receipt of written notification of
exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall deliver to the Participant evidence of book
entry Shares or, upon the Participant’s request, Share certificates in an
appropriate amount based upon the number of Shares purchased under the
Option(s).  Alternatively, if the relevant Award Agreement requires
payment of cash or its equivalent at that time, the Company shall pay to the
Participant the appropriate amount of cash or its equivalent.
  6.7  Restrictions on Share
Transferability. The Committee may impose such restrictions on any Shares
acquired pursuant to the exercise of an Option granted under this Article as it
may deem advisable including minimum holding period requirements and
restrictions under applicable federal securities laws, the rules of any stock
exchange or market upon which such Shares are then listed or traded or any
blue sky or state securities laws applicable to such Shares.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  6.8  Termination of
Employment.
If a Participant’s employment terminates because of death, any outstanding
Options the Participant may have become immediately exercisable until the
earlier of the expiration date of the Options or the first anniversary of
termination of employment.  The person or persons acquiring the
Participant’s rights under the Options pursuant to Article 15 shall be
entitled to exercise the Options.
  If a Participant’s employment terminates because of Disability or retirement,
including early retirement (with retirement and early retirement defined for
purposes of this Section under the then-existing rules of the Company or any of
its Subsidiaries, as the case may be), any outstanding Options the Participant
shall continue to vest per the vesting schedule in the relevant Award Agreement;
provided, however, that if the Participant subsequently dies with unexercised
Options, vesting and exercisability will be governed by the provisions of this
section relating to termination of employment due to death.
 
 If a Participant’s employment terminates for reasons other than death,
Disability, retirement (including early retirement) or Cause, the Participant
may exercise any vested Options he or she may have until the earlier of the date
ending 90 days after termination of employment and the date of expiration of the
term of the Options.  Otherwise, the Participant shall not have any
rights with respect to the Options in addition to those he had at termination of
employment.  Notwithstanding the foregoing, the Committee in its sole
discretion may extend the foregoing 90 day period to up to one year, but not
beyond the expiration date of the Options.
 
 If a Participant’s employment terminates for Cause, any outstanding Options the
Participant may have will be forfeited immediately.
 
 6.9  Notification of
Disqualifying Disposition. If any Participant disposes of Shares issued
pursuant to an ISO under the circumstances described in Code Section 421(b)
(relating to certain disqualifying dispositions), the Participant shall notify
the Company of the disposition within ten (10) days thereof.
  6.10  No Other Feature of
Deferral. No Option granted pursuant to this Plan shall provide for any
feature for the deferral of compensation other than the deferral of recognition
of income until the later of the exercise or disposition of the Option, or the
time the stock acquired pursuant to the exercise of the Option first becomes
substantially vested.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  Article
7.  Stock Appreciation
Rights
  7.1  Grant of SARs.
Subject to the terms of this Plan, SARs may be granted to Participants at any
time, and from time to time, as shall be determined by the Committee in its sole
discretion.  However, an Employee of a Subsidiary may only be granted
SARs to the extent the Subsidiary is: (a) part of the Company’s controlled group
of corporations, or (b) a trade or business under common control with the
Company, as of the date of grant, each determined under the rules of Code
Section 414, but substituting for this purpose ownership of at least
fifty percent (50%) of the Subsidiary to determine the members of the
controlled group of corporations and the entities under common
control.
  Subject to the terms of this
Plan, the Committee shall have complete discretion in determining the number of
SARs granted to each Participant and the terms and conditions pertaining to such
SARs.
  The Exercise Price for each SAR
shall be determined by the Committee and shall be specified in the Award
Agreement; provided, however, that the Exercise Price must be at least equal to
one hundred percent (100%) of the FMV of the underlying Shares on the Grant
Date.
  7.2  SARs Agreement.
Each SAR Award shall be evidenced by an Award Agreement that shall specify the
Exercise Price, the term of the SAR and such other provisions as the Committee
shall determine.
  7.3  Term of SARs. The
term of an SAR granted under this Plan shall be determined by the Committee, in
its sole discretion, and except as determined otherwise by the Committee and
specified in the SAR Award Agreement, no SAR shall be exercisable later than the
tenth (10th)
anniversary of its grant.
  7.4  Exercise of SARs.
SARs may be exercised upon the terms and conditions imposed by the Committee in
its sole discretion.
  7.5  Settlement of
SARs. Upon the exercise of an SAR, a Participant shall be entitled to
receive payment from the Company in an amount determined by
multiplying:
  (a)
              The excess of
      the Fair Market Value of a Share on the date of exercise over the Exercise
      Price; by
  (b)
              The number of
      Shares with respect to which the SAR is
  exercised.
   {EXHIBIT
10.4.DOC;1}                                                                   
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 16
  At the discretion of the
Committee, payment upon the exercise of an SAR may be in cash, Shares or a
combination thereof, or in any other manner approved by the
Committee.  The Committee’s determination regarding the form of SAR
payout shall be set forth in the Award Agreement pertaining to the grant of the
SAR.
 
 7.6  Termination of
Employment. If a Participant’s employment terminates, the exercisability
of any outstanding SARs he or she may have will be subject to the provisions of
Section 6.8, applied as if the SARs were Options.
  7.7  Other
Restrictions. The Committee shall impose such other conditions and
restrictions on any Shares received upon exercise of an SAR granted pursuant to
this Plan as it may deem necessary or advisable.  These restrictions
may include a requirement that the Participant hold the Shares received upon
exercise of an SAR for a specified period of time.
  7.8  No Other Feature of
Deferral. No SAR granted pursuant to this Plan shall provide for any
feature for the deferral of compensation other than the deferral of recognition
of income until the exercise of the Stock Appreciation Right.
  Article
8.  Restricted Stock and Restricted Stock
Units
  8.1  Grant of Restricted Stock
or Restricted Stock Units. Subject to the terms of this Plan, the
Committee, at any time and from time to time, may grant Shares of Restricted
Stock and/or Restricted Stock Units to Participants in such amounts as the
Committee shall determine.  For informational purposes, Restricted
Stock Units are similar to Restricted Stock except that no Shares are actually
awarded to the Participant on the Grant Date.
  8.2  Restricted Stock or
Restricted Stock Unit Agreement. Each Restricted Stock and Restricted
Stock Unit grant shall be evidenced by an Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock or the number
of Restricted Stock Units granted and such other provisions as the Committee
shall determine.
  8.3  Other
Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units as it
may deem advisable including requirements that Participants pay stipulated
purchase prices for each Share of Restricted Stock or each Restricted Stock
Unit, restrictions based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock or Restricted Stock
Units.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  To the extent deemed appropriate
by the Committee, the Company may retain the certificates representing Shares of
Restricted Stock in the Company’s possession until such time as all conditions
and/or restrictions applicable to such Shares have been satisfied or
lapse.
  Except as otherwise provided in
this Article, Shares of Restricted Stock covered by each Restricted Stock Award
shall become freely transferable by the Participant after all conditions and
restrictions applicable to such Shares have been satisfied or lapse (including
satisfaction of any applicable tax withholding obligations), and Restricted
Stock Units shall be paid in cash, Shares or a combination of cash and Shares as
the Committee, in its sole discretion, shall determine.  The
determination of the Committee with respect to the form of payment shall be set
forth in the relevant Award Agreement.
  8.4  Certificate
Legend. In addition to any legends placed on certificates pursuant to
Section 8.3, each certificate representing Shares of Restricted Stock
granted pursuant to this Plan may bear a legend such as the following or as
otherwise determined by the Committee in its sole discretion:
  “The sale or other
transfer of the shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation or law, is subject to certain
restrictions on transfer set forth in the FirstEnergy Corp. 2007 Incentive Plan,
in the rules and administrative procedures adopted pursuant to such Plan, and in
a Restricted Stock Award Agreement dated _______________.  A copy of
the Plan, such rules and procedures, and such Restricted Stock Award Agreement
may be obtained from the Corporate Secretary of FirstEnergy Corp.”
  8.5  Voting Rights.
Unless otherwise determined by the Committee and set forth in a Participant’s
Award Agreement, to the extent permitted or required by law, as determined by
the Committee, Participants holding Shares of Restricted Stock granted hereunder
may be granted the right to exercise full voting rights with respect to those
Shares during the Period of Restriction.  A Participant shall have no
voting rights with respect to any Restricted Stock Units.
  8.6  Termination of
Employment. If a Participant’s employment with the Company or its
Subsidiaries terminates because of death or Disability during a Period of
Restriction, the Period of Restriction shall automatically
terminate.  Except as otherwise provided in Section 8.3 and the
relevant Award Agreement, the Restricted Stock shall become free of restrictions
and fully transferable and Restricted Stock Units shall become Shares issuable
free of restrictions, but in each case subject to the satisfaction of applicable
tax withholding requirements.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  If a Participant’s employment terminates due to retirement, including early
retirement (with retirement and early retirement defined for purposes of this
Section under the then-existing rules of the Company or any of its Subsidiaries,
as the case may be), the Committee in its sole discretion may waive or modify
the restrictions remaining on any or all Shares of Restricted Stock or any or
all Shares subject to Restricted Stock Units as it deems
appropriate.
  If
a Participant’s employment terminates due to death, Disability or retirement,
then notwithstanding the foregoing, the Committee may provide that the
Participant receives 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.  The Committee may also
require that a Participant have a minimum number of full months of service
during the Performance Period to qualify for an Award payment.
  If a Participant’s employment terminates for any reason other than death,
Disability or retirement, including early retirement, during a Period of
Restriction, any Shares of Restricted Stock or Restricted Stock Units 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
termination is for a reason other than Cause, the Committee, in its sole
discretion, may waive or modify the automatic forfeiture of any or all such
Restricted Stock or Restricted Stock Units as it deems appropriate.
 
 Article
9.  Performance
Shares
  9.1  Grant of Performance
Shares. Subject to the terms of this Plan, the Committee, at any time and
from time to time, may grant Performance Shares to Participants in such amounts
and upon such terms as the Committee shall determine.
  9.2  Value of Performance
Shares. Each Performance Share shall have an initial value equal to the
Fair Market Value of a Share on the Grant Date.  The Committee shall
set performance goals in its sole discretion which, depending on the extent to
which they are met, will determine the value and number of Performance Shares
upon which payout will be based.
  9.3  Earning of Performance
Shares. Subject to the terms of this Plan, after the applicable
Performance Period has ended, the holder of Performance Shares shall be entitled
to receive payout based upon the value and number of Performance Shares earned
by the Participant over the Performance Period determined as a function of the
extent to which, or whether, the corresponding performance goals have been
achieved.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  9.4  Form and Timing of
Payment of Performance Shares. Payment of earned Performance Shares shall
be in such formand
at such time as determined by the Committee and as evidenced in the Award
Agreement.  Subject to the terms of this Plan, the
Committee, in its sole discretion, may pay earned  Performance Shares in
the form of cash or Shares (or in a combination thereof) equal to the value of
the earned Performance Shares at the close of the applicable Performance Period,
or as soon as practicable after the end of the Performance Period. Any Shares
may be granted subject to any restrictions deemed appropriate by the
Committee.  The determination of the Committee with respect to the
form of payout shall be set forth in the relevant Award Agreement.
  9.5  Termination of
Employment. If a Participant’s employment terminates because of death,
Disability or retirement, including early retirement (with retirement and early
retirement defined for purposes of this Section under the then-existing 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 determined by the
Committee in its sole discretion.  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 payment.  The Committee may
make such adjustments to the terms of this paragraph as it may deem advisable to
preserve deductibility under Code Section 162(m).
  If a Participant’s employment terminates for any reason other than death,
Disability or retirement, including early retirement, all Performance Shares in
which he or she then had any interest shall be forfeited; provided, however,
that if termination is for a reason other than Cause, the Committee, in its sole
discretion, may waive the automatic forfeiture provisions.
  Article
10.  Cash-Based Awards and Other
Stock-Based Awards
  10.1  Grant of Cash-Based
Awards. Subject to the terms of the Plan, the Committee may, at any
time and from time to time, grant Cash-Based Awards to Participants in such
amounts and upon such terms as the Committee may determine.  The
Committee may designate Cash-Based Awards to Covered Employees as being
Performance-Based Compensation.
  10.2  Other Stock-Based
Awards. The Committee may grant other types of equity-based or
equity-related Awards not otherwise described in this Plan (including the grant
or offer for sale of unrestricted Shares) in such amounts and subject to such
terms and conditions as the Committee shall determine.  Such Awards
may involve the transfer of actual Shares to Participants, or payment in cash or
otherwise of amounts based on the value of Shares.  The Committee may
designate Other Stock-Based Awards to Covered Employees as being
Performance-Based Compensation.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  10.3  Value of Cash-Based and
Other Stock-Based Awards. Each Cash-Based Award shall specify a payment
amount or payment range as determined by the Committee.  Each Other
Stock-Based Award shall be expressed in terms of Shares or units based on
Shares, as determined by the Committee. The Committee may establish performance
goals in its sole discretion.  If the Committee exercises its
discretion to establish performance goals, the number and/or value of Cash-Based
Awards or Other Stock-Based Awards that will be paid out to the Participant will
depend on the extent to which, or whether, the performance goals are
met.
  10.4  Payment of Cash-Based
Awards and Other Stock-Based Awards. Any payment with respect to a
Cash-Based Award or an Other Stock-Based Award shall be made in accordance with
the terms of the Award, in cash or Shares, as the Committee
determines.
  10.5  Termination of
Employment. The Committee shall determine the extent to which the
Participant shall have the right to receive Cash-Based Awards or Other
Stock-Based Awards following termination of the Participant’s employment with,
or provision of services to, the Company and Subsidiaries, as the case may
be.  Such provisions shall be determined in the sole discretion of the
Committee, such provisions may be included in an agreement entered into with
each Participant, but need not be uniform among all Awards of Cash-Based Awards
orOther
Stock-Based Awards issued pursuant to the Plan and may reflect distinctions
based on the reasons for termination.
  Article
11.  Transferability of
Awards
  Except as otherwise provided in a Participant’s Award Agreement or otherwise
determined at any time by the Committee, no Award granted under this Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.  In no
event may an Award be transferred for value.  Further, except as
otherwise provided in a Participant’s Award Agreement or otherwise determined at
any time by the Committee, all Awards granted to a Participant under this Plan
shall be exercisable during his or her lifetime only by the
Participant.
  Article
12.  Performance
Measures
  12.1  Performance
Measures. The performance goals upon which the payment or vesting of an
Award to a Covered Employeethat is intended to
qualify as Performance-Based Compensation shall be limited to the following
Performance Measures:
   {EXHIBIT
10.4.DOC;1}                                                                   
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  (a)
              Net earnings or net income (before or
      after taxes);
 (b)
              Income
 (c)
              Retained
  earnings;
 (d)
              Earnings per
  share;
 (e)
              Net sales or revenue
    growth;
 (f)
              Net operating profit or
      income;
 (g)
              Return measures (including return on
      assets, capital, invested capital, equity, sales or
    revenue);
 (h)
              Cash flow (including operating cash flow,
      free cash flow, cash flow return on equity and cash flow return on
      investment);
 (i)
              Earnings before or after taxes, interest,
      depreciation and/or amortization;
 (j)
              Gross or operating
    margins;
 (k)
              Productivity
  ratios;
 (l)
              Share price (including growth measures
      and total shareholder return);
 (m)
              Costs or cost
  control;
 (n)
              Margins;
 (o)
              Operating
  efficiency;
 (p)
              Operating and maintenance cost
      management
 (q)
              Demand-side management (including
      conservation and load management)
 (r)
              Market
share;
 (s)
              Service
  reliability;
 (t)
              Energy production availability
      performance;
 (u)
              Results of customer satisfaction or
      employee satisfaction surveys;
 (v)
              Aggregate product price and other product
      price measures;
 (w)
              Working
  capital;
 (x)
              Economic value added or EVA®
      (net operating profit after tax minus the sum of capital multiplied by the
      cost of capital);
 (y)
              Management
  development;
 (z)
              Succession
  planning;
 (aa)
              Shaping legislative and regulatory
      initiatives and outcomes;
 (bb)
              Taxes;
 (cc)
              Safety
record;
 (dd)
              Depreciation and
      amortization;
 (ee)
              Total shareholder
  return;
 (ff)
              Workforce hiring plan
      measures;
 (gg)
              Air quality control project
      management;
 (hh)
              Environmental;
 (ii)
              Risk
  management;
 (jj)
              Technology upgrade
    measures;
 (kk)
              Financial contribution to earnings from
      special projects or initiatives;
 (ll)
              Capital
  expenditures;
 (mm)
              Generation
  output;
 (nn)
              Power supply sourcing
      adequacy;
  {EXHIBIT
10.4.DOC;1}                                                                   
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 (oo)
              Results of asset
      acquisitions;
 (pp)
              Results of asset
      divestitures;
 (qq)
              Capitalization;
 (rr)
              Credit
metrics;
 (ss)
              Credit
ratings;
 (tt)
              Compound growth rates (earnings, revenue,
      income from continuing operations, cash generation,
  etc.);
 (uu)
              Generation outage
    duration;
 (vv)
              Transmission outage
    duration;
 (ww)
              Distribution outage
    duration;
 (xx)
              Value
creation;
 (yy)
              Effective tax
  rate;
 (zz)
              Financing
  flexibility;
 (aaa)
              Financing capability;
  and
 (bbb)
              Value returned to
      shareholders.
 
 Any Performance Measure(s) may be
used to measure the performance of the Company, Subsidiary or Subsidiaries as a
whole or any business unit of the Company and/or a Subsidiary or Subsidiaries or
any combination thereof, as the Committee may deem appropriate, or any of the
above Performance Measures as compared to the performance of a group of
comparator companies, or published or special index that the Committee, in its
sole discretion, deems appropriate, or the Company may select a share price
performance measure as compared to various stock market indices.  The
Committee also has the authority to provide for accelerated vesting of any Award
based on the achievement of performance goals pursuant to the Performance
Measures specified in this Article.
  12.2  Evaluation of
Performance. The Committee may provide in any such Award that any
evaluation of performance may include or exclude any of the following events
that occur during a Performance Period: (a) asset write-downs, (b) litigation or
claim judgments or settlements, (c) the effect of changes in tax laws,
accounting principles or other laws or provisions affecting reported results,
(d) any reorganization and restructuring programs, (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30
and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s consolidated report to the
investment community or investor letters, (f) acquisitions or divestitures and
(g) foreign exchange gains and losses.  To the extent such inclusions
or exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that meets the requirements of Code Section 162(m) for deductibility except
as otherwise determined by the Committee in its sole discretion.
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10.4.DOC;1}                                                                   
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  12.3  Adjustment of
Performance-Based Compensation. Awards that are intended to qualify as
Performance-Based Compensation may not be adjusted upward.  The
Committee shall retain the discretion to adjust such Awards downward, either on
a formula or discretionary basis or a combination of the two, as the Committee
determines.
  12.4  Committee
Discretion. If applicable tax and/or securities laws change to permit
Committee discretion to alter the governing Performance Measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder
approval.  In addition, in the event the Committee determines that it
is advisable to grant Awards that shall not qualify as Performance-Based
Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and base vesting on performance measures
other than those set forth in Section 12.1.
  Article
13.  Nonemployee
Director Awards
  The Board or
Committee shall establish the terms of any Awards to Nonemployee
Directors.
  Article
14.  Dividend
Equivalents
  Any Participant
selected by the Committee may be granted dividend equivalents based on the
dividends declared on Shares that are subject to any Award, to be credited as of
dividend payment dates, during the period between the date the Award is granted
and the date the Award is exercised, vests or expires, as determined by the
Committee.  Dividend equivalents shall be converted to cash or
additional Shares by a formula, at a time and subject to any limitations as may
be determined by the Committee.
  Article
15.  Beneficiary
Designation
  Each Participant
under this Plan may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit payable for
a particular type of Award under this Plan is to be paid in case of the
Participant’s death before the Participant receives any or all of such
benefit.  Each such designation shall revoke all prior
designations by the same Participant with respect to the same type of Award,
shall be in a form prescribed by the Committee and will be effective only when
filed by the Participant in writing with the Company during the Participant’s
lifetime.  In the absence of any such beneficiary designation, or a
beneficiary designation for a particular type of Award, benefits remaining
unpaid or rights remaining unexercised at the Participant’s death shall be paid
to or exercised by the Participant’s executor, administrator or legal
representative.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  Article
16.  Rights of
Participants
  16.1  Employment.
Nothing in this Plan or an Award Agreement shall interfere with or limit in any
way the right of the Company and its Subsidiaries to terminate any Participant’s
employment or service, at any time or for any reason, nor confer upon any
Participant any right to continue employment or service as a Director for any
specified period of time.
  Neither an Award nor any benefits arising
under this Plan shall constitute an employment contract with the Company or its
Subsidiaries and, accordingly, subject to Articles 3 and 18, this Plan and
the benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to any liability on the part of
the Company and its Subsidiaries.
  16.2  Participation. No
individual shall have the right to be selected to receive an Award under this
Plan or, having been so selected, to be selected to receive a future
Award.
  16.3  Rights as a
Shareholder. Except as otherwise provided herein, a Participant shall
have none of the rights of a shareholder with respect to Shares covered by any
Award until the Participant becomes the record holder of such
Shares.
  Article
17.  Change in Control
  17.1  Change in Control of the
Company. Notwithstanding any other provision of this Plan to the
contrary, the provisions of this Article shall apply in the event of a Change in
Control unless otherwise determined by the Committee in connection with the
grant of an Award as reflected in the applicable Award Agreement.
  Upon a Change in Control, except to
the extent that another Award meeting the requirements of Section 17.2 (a
“Replacement Award”) is provided to the Participant to replace such Award (the
“Replaced Award”), all then-outstanding Stock Options and Stock Appreciation
Rights shall immediately become fully vested and exercisable, and all other
then-outstanding Awards whose exercisability depends merely on the satisfaction
of a service obligation by a Participant to the Company or Subsidiary shall vest
in full and be free of restrictions related to the vesting of such
Awards.  The treatment of any other Awards shall be as determined by
the Committee in connection with the grant thereof, as reflected in the
applicable Award Agreement.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  Except to the extent that a
Replacement Award is provided to the Participant, the Committee may, in its sole
discretion:  (a) determine that any or all outstanding Awards
granted under the Plan, whether or not exercisable, will be canceled and
terminated and that in connection with such cancellation and termination the
holder of such Award may receive for each Share of Common Stock subject to such
Awards a cash payment (or the delivery of shares of stock, other securities or a
combination of cash, stock and securities equivalent to such cash payment) equal
to the difference, if any, between the consideration received by shareholders of
the Company in respect of a Share of Common Stock in connection with such
transaction and the purchase price per share, if any, under the Award multiplied
by the number of Shares of Common Stock subject to such Award; provided that if
such product is zero or less, or to the extent that the Award is not then
exercisable, the Awards will be canceled and terminated without payment
therefor, or (b) provide that the period to exercise Options or Stock
Appreciation Rights granted under the Plan shall be extended (but not beyond the
expiration of such Options or Stock Appreciation Rights).
  17.2  Replacement
Awards. An Award shall meet the conditions of this Section (and hence
qualify as a Replacement Award) if: (a) it has a value at least equal to the
value of the Replaced Award as determined by the Committee in its sole
discretion; (b) it relates to publicly traded equity securities of the Company
or its successor in the Change in Control or another entity that is affiliated
with the Company or its successor following the Change in Control; and (c) its
other terms and conditions are not less favorable to the Participant than the
terms and conditions of the Replaced Award (including the provisions that would
apply in the event of a subsequent Change in Control).  Without
limiting the generality of the foregoing, the Replacement Award may take the
form of a continuation of the Replaced Award if the requirements of the
preceding sentence are satisfied.  The determination of whether the
conditions of this Section are satisfied shall be made by the Committee, as
constituted immediately before the Change in Control, in its sole
discretion.
  17.3  Termination of
Employment. Upon a termination of employment or termination of
directorship of a Participant occurring in connection with or during the period
of two (2) years after such Change in Control, other than for Cause: (a) all
Replacement Awards held by the Participant shall become fully vested and (if
applicable) exercisable and free of restrictions, and (b) all Stock Options and
Stock Appreciation Rights held by the Participant immediately before the
termination of employment or termination of directorship that the Participant
held as of the date of the Change in Control or that constitute Replacement
Awards shall remain exercisable until the earlier of one (1) year following such
termination and expiration of the stated term of such Stock Option or SAR;
provided that if the applicable Award Agreement provides for a longer period of
exercisability, that provision shall control.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  Article
18.  Amendment, Modification, Suspension
and Termination
  18.1  Amendment, Modification,
Suspension and Termination. Subject to Section 18.3, the Committee may,
at any time and from time to time, alter, amend, modify, suspend or terminate
this Plan and any Award Agreement in whole or in part; provided, however, that,
without the prior approval of the Company’s shareholders and except as provided
in Section 4.4, Options or SARs issued under this Plan will not be repriced,
replaced (with any other Awards), regranted through cancellation or regranted by
lowering the Exercise Price of a previously granted Option or SAR, nor will any
outstanding underwater Options or SARs under this Plan be purchased for
cash.
  18.2  Adjustment of Awards Upon
the Occurrence of Certain Unusual or Nonrecurring Events. The Committee
may make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including the
events described in Section 4.4) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent unintended dilution or enlargement of the
benefits or potential benefits intended to be made available under this
Plan.  The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this
Plan.
  18.3  Awards Previously
Granted. Notwithstanding any other provision of this Plan to the contrary
(other than Section 18.4), no termination, amendment, suspension or modification
of this Plan or an Award Agreement shall materially and adversely affect any
Award previously granted under this Plan without the written consent of the
Participant who received such Award.
  18.4  Amendment to Conform to
Law.
  (a)
              Notwithstanding
      any other provision of this Plan to the contrary, the Board of Directors
      may amend the Plan or an Award Agreement prospectively or retroactively as
      it deems necessary or advisable to conform the Plan or an Award Agreement
      to any present or future law relating to plans of this or similar nature,
      and to the administrative regulations and rulings promulgated
      thereunder.  By accepting an Award under this Plan, a
      Participant agrees to any amendment made pursuant to this Section to any
      Award granted under the Plan without further consideration or
      action.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  (b)
              Except as may
      otherwise be expressly provided in an Award Agreement, the Committee
      intends that Awards be exempt from, and avoid adverse tax consequences
      under, Code Section 409A and all Awards shall be interpreted,
      construed and administered accordingly.  The Committee may
      amend, modify or reform the Plan or an Award Agreement, both prospectively
      and retroactively and without notice to or the consent of any Participant
      or beneficiary, to obtain or preserve such exemption or avoidance of
      adverse tax consequences.  The Committee, in its sole
      discretion, shall determine to what extent, if any, this Plan or an Award
      Agreement must be amended, modified or reformed or a substitute Award or
      Award Agreement must be made.
 
 Article
19.  Withholding
  19.1  Tax Withholding.
The Company shall have the power and the right to deduct or withhold, or require
a Participant to remit to the Company, the minimum statutory amount to satisfy
federal, state and local taxes required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Plan.
  19.2  Share Withholding or Open
Market Sales. With respect to withholding required upon the exercise of
Options or SARs, upon the lapse of restrictions on Restricted Stock and
Restricted Stock Units, or upon the achievement of performance goals related to
Performance Shares, or any other taxable event arising as a result of an Award
granted hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement by having the Company withhold
Shares having a Fair Market Value on the date the withholding amount is to be
determined in an amount equal to the minimum statutory tax or sell Shares on the
open market having a Fair Market Value on the date the withholding amount is to
be determined in an amount not to exceed the total tax that could be imposed on
the transaction.  All such elections shall be irrevocable, made in
writing, and signed by the Participant, and shall be subject to any restrictions
or limitations that the Committee, in its sole discretion, deems
appropriate.
  Article
20.  Successors
  All obligations of the Company
under this Plan with respect to Awards 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.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  Article
21.  General
Provisions
  21.1  Legend. The
certificates for Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer of such Shares.
  21.2  Interpretation.
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.  The word “including” or any
variation thereof, means “including, without limitation,” and shall not be
construed to limit any general statement that it follows to the specific or
similar items or matters immediately following it.
  21.3  Severability. In
the event any provision of this Plan shall be found illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
this Plan, and this Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
  21.4  Requirements of
Law. The granting of Awards and the issuance of Shares 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.
  21.5  Delivery of Title.
The Company shall have no obligation to issue or deliver evidence of title for
Shares issued under this Plan prior to:
  (a)
              Obtaining any
      approvals from governmental agencies that the Company determines are
      necessary or advisable; and
  (b)
              Completion of
      any registration or other qualification of the Shares under any applicable
      ruling of any governmental body that the Company determines are necessary
      or advisable.
  21.6  Inability to Obtain
Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such authority is not obtained.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  21.7  Investment
Representations. The Committee may require any individual receiving
Shares pursuant to an Award under this Plan to represent and warrant in writing
that the individual is acquiring the Shares for investment purposes and without
any intention to sell or distribute the Shares.
  21.8  Uncertificated
Shares. To the extent that this Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of those Shares may
be effected on a noncertificated basis, to the extent not prohibited by
applicable law or the rules of any stock exchange.
  21.9  Unfunded
Plan.Participants shall have
no right, title or interest whatsoever in or to any investments that the Company
and its Subsidiaries may make to aid it in meeting its obligations under this
Plan.  Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between the Company and any Participant, beneficiary,
legal representative or any other individual.  To the extent that any
individual acquires a right to receive payments from the Company or its
Subsidiaries under this Plan, such right shall be no greater than the right of
an unsecured general creditor of the Company or Subsidiary, as the case may
be.  All payments to be made hereunder shall be paid from the general
funds of the Company or a Subsidiary, as the case may be, and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts except as expressly set forth in this
Plan.
  21.10  No Fractional
Shares. No fractional Shares shall be issued or delivered pursuant to
this Plan or any Award.  The Committee shall determine whether cash,
Awards or other property shall be issued or paid in lieu of fractional Shares or
whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated.
  21.11  Nonexclusivity of this
Plan. The adoption of this Plan shall not be construed as creating any
limitations on the power of the Board or Committee to adopt such other
compensation arrangements as it may deem desirable for any
Participant.
  21.12  No Constraint on
Corporate Action. Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s
right or power to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell or transfer all or any part of its business or assets;
or (b) limit the right or power of the Company or a Subsidiary to take any
action which such entity deems to be necessary or appropriate.
   {EXHIBIT
10.4.DOC;1}                                                                   
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  21.13  Governing Law. The
Plan and each Award Agreement shall be governed by the laws of the State of
Ohio, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Plan to the substantive
law of another jurisdiction.  Unless otherwise provided in the Award
Agreement, recipients of an Award and their beneficiaries, estates, successors
and assignees are deemed to submit to the exclusive jurisdiction and venue of
the federal or state courts of Ohio, to resolve any and all issues that may
arise out of or relate to this Plan or any related Award Agreement.
  21.14  Action
Required.  If a Participant or beneficiary is required to take
any action under this Plan within a certain number of days, and the final day of
such period ends on Saturday, Sunday or a federal holiday, the Participant or
beneficiary must take such action no later than the last business day preceding
such day.
   {EXHIBIT
10.4.DOC;1}                                                                   
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