FirstEnergy Corp.
                                -----------------
               Executive and Directors Incentive Compensation Plan
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                           Restricted Stock Agreement
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                                    Award No.:   20

                                    Number of Shares Awarded:  ___ shares

                                    Date of Grant:   February 20, 2002


This Restricted Stock Agreement ("Agreement") is entered into as of February 20,
2002 between FirstEnergy Corp. ("FE") and ______________ ("Recipient").


AWARD

On February 17, 1998, The Board of Directors  ("Directors") of FE adopted the FE
Executive and Director Incentive Compensation Plan ("Plan"),  which was approved
by the common stock  shareholders on April 30, 1998, and became effective May 1,
1998. As of the date of this Agreement,  per the terms of the Plan, FE grants to
the  Recipient  the  above  number  of  restricted  shares  of FE  Common  Stock
("Restricted Shares") per the terms and conditions of Article 8 of the Plan.


GENERAL TERMS

This  Agreement is subject to the following  terms and conditions as outlined in
the Plan:

Restricted Period
-----------------

1.    Restricted  Shares shall not be sold, transferred, pledged, or
      assigned,  until the earliest of:
      a)    5:00 p.m. Akron Time on February 20, 2006;
      b)    The date of the Recipient's death;
      c)    The date that the Recipient's employment is terminated due to
            Disability;
      d)    The date that a Change in Control occurs.


<PAGE>


Registration and Certificate Legend
-----------------------------------

FE shall register a  certificate(s)  in the name of the Recipient for the number
of Restricted  Shares specified above.  Each certificate will bear the following
legend until the time that the restrictions lapse:

      "The  sale  or  transfer  of the  shares  of  stock  represented  by  this
      certificate,  whether voluntary,  involuntary,  or by operation of law, is
      subject to certain restrictions on transfer set forth in the Executive and
      Director  Incentive  Compensation  Plan of the  FirstEnergy  Corp., in the
      rules and administrative  procedures adopted pursuant to such Plan, and in
      a Restricted  Stock Agreement dated February 20, 2002. A copy of the Plan,
      such rules and  procedures,  and such  Restricted  Stock  Agreement may be
      obtained from the Corporate Secretary of FirstEnergy Corp."

Forfeiture
----------

Recipient  shall  forfeit  the  Restricted  Shares  upon the  occurrence  of the
following events:

-    Termination of employment with FE or its  subsidiaries for any reason other
     than death,  Disability,  involuntary termination under conditions in which
     the  Recipient  qualifies  for and elects  benefits  under the FE Severance
     Benefits  Plan,  or unless the  restrictions  are waived or modified in the
     sole discretion of the Committee.

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

Under  the  occurrence  of any of the  above,  the  Restricted  Shares  shall be
forfeited to FE and the Recipient's interest in the Restricted Shares, including
the right to vote and receive dividends, shall terminate immediately.

Voting and Dividend Rights
--------------------------

Subject to the above restrictions,  the Recipient shall be entitled to all other
rights  of  ownership,  including,  but not  limited  to,  the right to vote the
Restricted  Shares and to receive  dividends.  Dividends  will be  automatically
reinvested in restricted shares that are subject to the same restrictions above.

Expiration of Restricted Period
-------------------------------

Upon termination of the restricted  period,  Recipient shall be entitled to have
the legend removed from the certificate. FE's obligation to remove the legend is
subject to Recipient  making the necessary  arrangements  with FE to satisfy any
withholding obligations.

Effect on the Employment Relationship
-------------------------------------

Nothing in this Agreement guarantees  employment with FE, nor does it confer any
special rights or privileges to the Optionee as to the terms of employment.



<PAGE>


Adjustments
-----------

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
separation, liquidation, stock dividend, stock split, combination, distribution,
or other change in corporate  structure of FE affecting  the Common  Stock,  the
Committee  will  adjust the number and class of  securities  in this  restricted
stock grant in a manner determined appropriate to prevent dilution or diminution
of the stock grant under this Agreement.


Administration
--------------

1.   The  administration  of this  Agreement  and the Plan will be  performed in
     accordance  with Article 3 of the Plan.  All  determinations  and decisions
     made by the  Committee,  the Board,  or any delegate of the Committee as to
     the provisions of the Plan shall be final,  conclusive,  and binding on all
     persons.

2.   The terms of this  Agreement are governed at all times by the official text
     of the Plan and in no way alter or modify the Plan.

3.   If a term is  capitalized  but not  defined in this  Agreement,  it has the
     meaning given to it in the Plan.

4.   To the extent a conflict exists between the terms of this Agreement and the
     provisions of the Plan, the provisions of the Plan shall govern.

5.   This  Agreement is governed by the laws of the State of Ohio without giving
     effect to the principles of the conflicts of laws.


                                          FirstEnergy Corp.


                                          By _____________________________
                                                 Corporate Secretary

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


                                          ____________________________________
_______________________                         (Signature of Recipient)
       (Date)