FirstEnergy
Corp.


Executive and Directors
Incentive Compensation Plan (Plan)


Restricted Stock
Agreement














Amendment
Dated as of February 26, 2008 to


Restricted
Stock Agreement 32 (RS32) Dated March 1, 2005








FirstEnergy Corp. (“Company”), as
authorized by the Compensation Committee of its Board of Directors on February
18, 2008, and in accordance with Section 3.3 of the above captioned Plan, and
per the terms of your Employment Agreement dated February 26, 2008, amends
Restricted Stock Agreement 32 between the Company and Gary R. Leidich
(“Recipient”) as follows:





A.  Under
the GENERAL TERMS
heading, replace the Restricted
Period subheading and text in its entirety with the
following:





“Restricted
Period





Restricted
Shares shall not be sold, transferred, pledged, or assigned, until the earliest
of:




a)
            March
      1, 2010;


b)
                The date of the Recipient’s
      death; c)
                    The date that a Change in Control
      occurs;


d)
              The
      date that the Recipient’s employment is terminated due to Disability (as
      defined under Section 8.10 of the Plan);
or
 e)
              The
      date that your employment is terminated by the Company without Cause prior
      to March 1, 2010. “
  B.  Under the GENERAL TERMS heading, replace
the Forfeituresubheading and text in its entirety with the following:





“Forfeiture





The
Recipient shall forfeit all of the Restricted Stock and any right to dividends
on the Restricted Stock upon the occurrence of any the following events before
the expiration of the Period of Restriction:





·
            Termination
      of employment with the Company or its subsidiaries for any
      reason.  Notwithstanding the foregoing, no forfeiture shall
      occur if termination of employment with the Company is due to death,
      Disability (as defined under the then established rules of the Company or
      any of its subsidiaries, as the case may be) or under circumstances where
      Recipient is involuntarily terminated by the Company without Cause prior
      to March 1, 2010.





·
            Any
      attempt to sell, transfer, pledge, or assign the Restricted Shares in
      violation of the above.








If the
Recipient’s employment is involuntary terminated the Restricted Stock in this
Agreement will become fully vested.  Additionally, the Recipient will
be entitled to all restricted dividends on this Award, as of the date of
termination.  The shares will be issued as soon as practicable after
the termination, subject to satisfying the applicable tax withholding
requirements and subject to Section 3.8 of the Plan.





Upon the
occurrence of any of the above before the expiration of the Period of
Restriction, the Restricted Stock shall be forfeited by the Recipient to the
Company and the Recipient’s interest in the Restricted Stock and dividends
earned on the Restricted Stock shall terminate immediately in accordance with
the foregoing, unless such forfeiture is waived in the sole discretion of the
Committee.”











FirstEnergy
Corp.














By
_______________________________


Corporate Secretary











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











________________________________


________________                                                                                        
  (Signature of
Recipient)


(Date)