Exhibit
10-14  
 
 
 
 March 7, 2005
 TIER 1
TEMPLATE
 [Executive]
 [Address]
 Special Severance
Agreement
 
 Dear
[Executive]:
 
 The Board of
Directors (the "Board") of FirstEnergy Corp. (the "Company") recognizes that, as
is the case with many publicly held corporations, there always exists the
possibility of a change****in control of the Company. This
possibility and the uncertainty it creates may result in the loss or distraction
of members of management of the Company and its subsidiaries to the detriment of
the Company and its shareholders.
 
 The Board considers
the establishment, maintenance, and continuity of a sound and vital management
to be essential to protecting and enhancing the best interests of the Company
and its shareholders. The Board also believes that when a change in control is
perceived as imminent, or is occurring, the Board should be able to receive and
rely on disinterested advice from management regarding the best interests of the
Company and its shareholders without concern that members of management might be
distracted or concerned by the personal uncertainties and risks created by their
perception of an imminent or occurring change in control.
 
 Accordingly, the
Board has determined that appropriate steps should be taken to assure the
Company of the continued employment and attention and dedication to duty of
certain members of management of the Company and to ensure the availability of
their disinterested advice, notwithstanding the possibility, threat or
occurrence of a change in control.
 
 Therefore, in order
to fulfill the above purposes, the Board has designated you as eligible for
severance benefits as set forth below.
 1.    Offer
 In order to induce
you to remain in the employ of the Company and to provide continued services to
the Company now and in the event that a Change in Control is imminent or
occurring, this letter agreement (the "Agreement") sets forth severance benefits
which the Company offers to pay to you in the event of a termination of your
employment (in the manner described in Section 5 below) subsequent to a Change
in Control of the Company (as defined in Section 4 below).
 
 2.   
Operation
 This Agreement
shall become effective as of the date of commencement of the term set forth in
Section 3 below, but anything in this Agreement to the contrary notwithstanding,
neither this Agreement nor any of its provisions shall be operative unless and
until there has been a Change in Control while you are still an employee of the
Company, nor shall this Agreement govern or affect your employment relationship
with the Company except as explicitly set forth herein. Upon a Change in
Control, if you are still employed by the Company, this Agreement and all of its
provisions shall become operative immediately on the later of (a) the date
of the Change in Control or (b) the first day of the term of this
Agreement. If your employment relationship with the Company is terminated before
a Change in Control, you shall have no rights or obligations under this
Agreement.
  
 3.    Term
 
 (a)  Term of Agreement: The term of this Agreement shall
commence immediately upon the date hereof and continue until December 31, 2007.
This Agreement shall supersede all other agreements of a like or similar nature.
Such former agreements are considered null and void as of the date on which the
term of this Agreement commences.

(b)  One-Year
Evergreen Provision: Subject to Subsection (c) below, this Agreement shall
be reviewed annually commencing in 2005 by the Board at a regular meeting held
between October 1 and December 31 of each year. At such yearly review, the Board
shall consider whether or not to extend the term of this Agreement for an
additional year. Unless the Board affirmatively votes not to extend this
Agreement at such yearly review, the term of this Agreement shall be extended
for a period of one year from the previous termination date. In the event the
Board so votes not to extend this Agreement, the termination date of this
Agreement shall be the later of December 31, 2007 or thirty-six full calendar
months from December 31st of the year in which this Agreement was last
extended.

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

4.    Change
in Control
 For the purpose of
this Agreement, a "Change in Control" shall mean:
 
 (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% (25% if
such Person proposes any individual for election to the Board or any member of
the Board is the representative of such Person) or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege), (ii) any acquisition by the Company, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (iv)
any acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of Subsection (c) of this
Section 4 are satisfied; or
 
 (b)  Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(within the meaning of solicitations subject to Rule 14a-12(c) of Regulation 14A
promulgated under the Exchange Act or any such successor rule) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
  
  
 (c) 
Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company, in each
case, unless, following such reorganization, merger, consolidation or sale or
other disposition of assets, (i) more than 75% of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or acquiring such assets and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, consolidation or sale or other
disposition of assets in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or sale or other
disposition of assets, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding the
Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, consolidation or
acquiring such assets and any Person beneficially owning, immediately prior to
such reorganization, merger, consolidation or sale or other disposition of
assets, directly or indirectly, 25% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or acquiring such assets or the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation or acquiring such assets were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger, consolidation or sale or other
disposition of assets; or
 
 (d)  Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
 
 5.    Termination
  
 (a)  Termination Following Change in Control: If, within a
period of thirty-six full calendar months after a Change in Control (as defined
above) of the Company, you are discharged without Cause or resign for Good
Reason (each as defined below), you shall be entitled to the benefits provided
by this Agreement as set forth in Section 6 below.
 
 (b)  Good Reason: If any of the following events occurs without
your express consent and within thirty-six full calendar months after a Change
in Control, you may voluntarily terminate your employment within 30 days of the
occurrence of such event and be entitled to the severance benefits set forth in
Section 6 below:
  
  (1)  Company assigns any duties to you which are inconsistent with your
position, duties, offices, titles, status (including membership on the Board of
Directors) responsibilities or reporting requirements in effect immediately
prior to a Change in Control, or your removal from or any failure to re-elect
you to any of such positions or offices, except in connection with termination
of your employment for Cause, Disability, death or Normal Retirement (as such
terms are defined below), or by you other than for Good Reason, or;
 
 (2)   Changes
to your base salary are inconsistent with your annual performance review and the
salary program applicable to other senior executives of the Company;
or
 
 (3)   The
Company discontinues any bonus or other compensation plans or any other benefit,
stock ownership plan, stock purchase plan, stock option plan, life insurance
plan, health plan, disability plan or similar plan (as the same existed
immediately prior to the Change in Control) in which you participated or were
eligible to participate in immediately prior to the Change in Control and such
discontinuation is not generally applicable to all participants in any such
plan; or
 
 (4)   The Company
takes action which adversely affects your participation in, or eligibility for,
or materially reduces your benefits otherwise earned or payable under, any of
the plans described in (3) above (unless such action is required by law), or
which deprives you of any material fringe benefit enjoyed by you immediately
prior to the Change in Control, or fails to provide you with the number of paid
vacation days to which you were entitled in accordance with normal vacation
policy immediately prior to the Change in Control unless such action by the
Company is generally applicable to all participants in any such plan;
or
 
 (5)   The
Company requires you to be based at any office or location other than one within
a 50 mile radius of the office or location at which you were based immediately
prior to the Change in Control (except for required travel on the Company's
business to an extent substantially consistent with your business travel
obligations as they existed at the time of a Change in Control of the Company);
or, in the event you consent to being based anywhere more than fifty miles from
such location, the failure by the Company to pay (or reimburse you for) all
reasonable moving expenses incurred by you relating to a change of your
principal residence in connection with such relocation and to indemnify you
against any loss (defined as the difference between the actual sale price of
such residence after the deduction of all real estate brokerage charges and
related selling expenses and the higher of (1) your aggregate investment in such
residence or (2) the fair market value of such residence (as determined by a
real estate appraiser designated by you and reasonably satisfactory to the
Company)) realized upon the sale of such residence in connection with any such
change of residence; or
 
 (6)   The
Company's requiring you to perform duties or services which necessitate absence
overnight from your place of residence, because of travel involving the business
or affairs of the Company, to a degree not substantially consistent with the
extent of such absence necessitated by such travel during the period of twelve
months immediately preceding a Change in Control of the Company;
or
  
 (7)   The Company purports to terminate your employment otherwise than
as expressly permitted by this Agreement; or
 
 (8)   The Company fails to comply with and satisfy Section 10
below, provided that such successor has received at least ten days prior written
notice from the Company or from you of the requirements of Section 10
below.
 
 You shall have the
sole right to determine, in good faith, whether any of the above events has
occurred.
 
 (c) 
  Cause: Cause shall mean: conviction of a felony or crime
involving an act of moral turpitude, dishonesty, or misfeasance.
 
 (d)   Notice
of Termination: Any termination by the Company for Cause, or by you for Good
Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 12 hereof. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of your employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the Date of
Termination.
 
 (e)   Date
of Termination: "Date of Termination" means (1) if your employment is
terminated by the Company for Cause or without Cause, or by you for Good Reason
or other than for Good Reason, the date of receipt by the other party hereto of
the Notice of Termination, and (2) if your employment is terminated by reason of
death, Disability or Normal Retirement (as defined below), the Date of
Termination shall be the date of your death, the date of your receipt of Notice
of Termination, or the first of the month following the month you reach the
normal retirement age for employees in your position, respectively.
 
 (f)  
Normal Retirement: If your employment is terminated due to Normal
Retirement, you shall not be entitled to severance benefits under this
Agreement, regardless of the occurrence of a Change in Control. A termination by
Normal Retirement shall have occurred where your termination is caused by the
fact that you have reached normal retirement age for employees in your
position.
 
 (g)   Termination
for Cause: If subsequent to a Change in Control, your employment is
terminated by the Company for Cause, the Company shall pay you your full base
salary through the Date of Termination at the rate in effect at the time Notice
of Termination is given, and you shall also receive all accrued or vested
benefits of any kind to which you are, or would otherwise have been, entitled
throughout the Date of Termination (as defined in Subsection (e) of this Section
5), and the Company shall thereupon have no further obligation to you under this
Agreement.
 
 (h)   Disability
or Death: If termination of your employment results from your Disability or
death, you shall not be entitled to severance benefits under this Agreement,
regardless of the occurrence of a Change in Control. You or your designated
beneficiary, in the case of your death, shall receive all accrued or vested
benefits of any kind to which you are, or would otherwise have been, entitled
through the Date of Termination, and the Company shall thereupon have no further
obligation to you under this Agreement.
  
  
 "Disability" shall
mean, for the purposes of this Agreement, your total and permanent disability
such that you would be entitled to receive Disability Retirement Income under
the Company's qualified pension plans, except for purposes of this provision you
need not have completed ten (10) years of service with the Company, followed by
the Company giving you thirty days written notice of its intention to terminate
your employment by reason thereof, and your failure because of your Disability
to resume the full-time performance of your duties within such period of thirty
days and thereafter perform the same for a period of two consecutive
months.
  6.    Severance
Benefits If, within a period
of thirty-six full calendar months after a Change in Control of the Company, you
are discharged without Cause or resign for Good Reason, the following shall be
applicable:
 
 (a)   The Company shall
pay to you within ten business days following the Date of Termination a lump sum
severance benefit, payable in cash, in the amounts determined as provided
below:
 
 (1)  Your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given.
 
 (2)  In lieu of
further salary payments to you for periods subsequent to the Date of
Termination, an amount equal to 2.99 multiplied by the sum of your annual base
salary at the rate in effect as of the Date of Termination (or, if higher, at
the rate in effect as of the time of the Change in Control) plus the target
annual short-term incentive amount in effect for you under the FirstEnergy
System Executive Incentive Compensation Plan ("EICP") in the year during which
the Date of Termination occurs whether or not fully paid.
 
 (b)  For purposes of the
EICP, you shall be considered to have retired and will be paid the pro rata
portion of any incentive award earned, if any, and any long-term deferred
incentive awards earned, if any, per the terms of the plan.
 
 (c)   For purposes of FirstEnergy stock options issued pursuant
to the FirstEnergy Executive and Director Incentive Compensation Plan, all
outstanding options will follow the terms of the option
agreement(s).
 
 (d)   For purposes of the Company's group health and life insurance
plans:
 
 (1)   If, on the Date of Termination, the addition of three (3)
years to your age would make you eligible to qualify for retiree health or life
insurance coverage under the Company’s then-in-effect group health or life
insurance plans, then you shall be considered as having retired for purposes of
retiree health or life insurance coverage under such plan or plans for which the
addition of three (3) years to your age would make you so eligible and for
purposes of such coverage you shall be credited with three (3) additional years
of age and service. You shall be responsible for paying the normal retiree share
of the applicable premiums for retiree coverage under the group health and life
insurance plans.
  
  
 (2)  If you are not entitled to retiree health or life insurance
coverage under Subsection (d)(1), then you shall be entitled to continue to
participate, on the same terms and conditions as active employee participants,
in such plan or plans for which you are not so entitled to retiree coverage for
a period of three (3) years after the Date of Termination. During such
continuation period, you shall be responsible for paying the normal employee
share of the applicable premiums for coverage under the health and life
insurance plans.
 
 (3)  The Company shall have the right to modify, amend or discontinue the
Company’s group health and life insurance plans following the Date of
Termination and your continued participation therein, and the continued
participation of any other person therein under Subsection (h) below, shall be
subject to such modification, amendment or discontinuation if such modification,
amendment or discontinuation applies generally to the then-current participants
in such plan.
 
 (4)   If the Company is not permitted to provide continuing
coverage under the terms of the Company’s group health and life insurance plans
and related trusts, then the Company may purchase health and/or life insurance
for you for the period specified in Subsection (d)(1) or (d)(2), as applicable,
with coverage comparable to the applicable coverage under the Company’s group
health or life insurance plan, as applicable, then in effect, as the same may
have been modified amended or discontinued in accordance with the terms and
provisions of the applicable plan under this Subsection (d).
 
 (5)
 The health benefit continuation provided under this Subsection (d) shall
satisfy the Company’s obligations to provide, and any rights that you may have
to, COBRA coverage continuation under the health care continuation requirements
under the federal Consolidated Omnibus Budget Reconciliation Act, as amended,
Part VI of Subtitle B of Title I of the Employee Retirement Income Security Act
of 1974, as amended, and Section 4980B(f) of the Internal Revenue Code of 1986,
as amended (the "Code"), or any successor provisions thereto.
 
 (e)   For purposes of the FirstEnergy Corp. Executive Deferred
Compensation Plan ("Deferred Compensation Plan"), you shall be credited with
three (3) additional years of age and service.
 
 (f)   For all purposes under the FirstEnergy Corp. Supplemental
Executive Retirement Plan ("SERP"), you shall be credited with three (3)
additional years of age and service, and your accrued benefit, if any, shall be
fully vested. If you are eligible on the Date of Termination under the SERP and
with such additional age and service credit to commence your benefit under the
SERP, your benefit under the SERP will commence on the first of the month
following the Date of Termination and your monthly benefit from the SERP shall
be calculated in accordance with the terms of the SERP and this Subsection (f)
except that (1) until you reach age 55, such SERP benefit shall be offset only
by any compensation earned by you from a subsequent employer as provided in
paragraph (j) below, (2) at age 55 and until you reach age 62, such SERP
benefit shall be offset only by the monthly amounts to which you will be
entitled at age 55 from the Company's tax-qualified pension plan, the
supplementary pension make-up benefit under the Deferred Compensation Plan
and/or the tax-qualified pension plan of any previous employers (collectively,
"Pension Income"), irrespective of whether you receive such benefits at that
time, and, (3) at age 62 and thereafter such SERP benefit shall be offset only
by Pension Income and the monthly primary Social Security Benefit to which you
will be entitled at age 62, irrespective of whether you receive such benefits at
that time.
  
  
 (g)  In addition to the payment required by Subsection (a), the
Company shall pay to you within ten business days following the Date of
Termination a special lump sum severance benefit, payable in cash, in an amount
equal to [__________________].
 
 (h)  In
the event that because of their relationship to you, members of your family or
other individuals are covered by any plan, program, or arrangement described in
Subsection (d) above immediately prior to the Date of Termination, the
provisions set forth in Subsection (d) shall apply equally to require the
continued coverage of such persons; provided, however, that if under the terms
of any such plan, program or arrangement, any such person would have ceased to
be eligible for coverage other than because of your termination of employment
during the period in which the Company is obligated to continue coverage for
you, nothing set forth herein shall obligate the Company to continue to provide
coverage which would have ceased even if you had remained an employee of the
Company.
 
 (i)  Other
Benefits Payable: The severance benefits described in Subsections (a), (b),
(c), (d), (e), (f), (g) and (h) above shall be payable in addition to, and not
in lieu of, all other accrued or vested or earned but deferred compensation,
rights, options or other benefits which may be owed to you following your
discharge or resignation (and are not contingent on any Change in Control
preceding such termination), including but not limited to, accrued and/or banked
vacation, amounts or benefits payable, if any, under any bonus or other
compensation plans, stock option plan, stock ownership plan, stock purchase
plan, life insurance plan, health plan, disability plan or similar
plan.
 
 (j)  Payment
Obligations: Other than as set forth in the Deferred Compensation Plan or
the SERP, upon a Change in Control the Company's obligations to pay the
severance benefits or make any other payments described in this Section 6 shall
not be affected by any set-off, counterclaim, recoupment, defense or other right
which the Company or any of its subsidiaries may have against you or anyone
else. If you are less than age 55 at the time of your discharge without Cause or
your resignation for Good Reason, then, commencing 24 months after the Date of
Termination, you shall be required to seek employment elsewhere and thereby
mitigate the amount of SERP benefit payable under Subsection (f)(1). You shall
not be required to accept a position other than as a senior executive of an
entity comparable in size to the Company and having duties, responsibilities and
authority substantially similar in scope and nature to your position with the
Company immediately prior to the Date of Termination. Upon obtaining such
employment, you shall promptly notify the Company of the compensation and
benefits you received or will receive from such new employer and of any changes
therein.
 
 (k)  Legal
Fees and Expenses: Subject to and contingent upon the occurrence of a Change
in Control the Company agrees to pay promptly as incurred, to the full extent
permitted by law, all legal fees and expenses which you may reasonably
thereafter incur as a result of any contest, litigation or arbitration
(regardless of the outcome thereof) by the Company, you or others of the
validity or enforceability of, or liability under, any provision of this
Agreement, the Deferred Compensation Plan, or the SERP (including any contest by
you about the amount of any payment pursuant to this Agreement, the Deferred
Compensation Plan or the SERP), plus in each case interest on any delayed
payment at the rate of 150% of the Prime Rate as published in the Wall Street
Journal in the Money Rates Table on the business day immediately preceding the
conclusion of any such contest, litigation or arbitration.
  
  
 (l)  Certain
Additional Payments by the Company:
 
 (1)  Anything in this Agreement to the contrary notwithstanding, in
the event that you become entitled to severance benefits under this Section 6
hereof, the Deferred Compensation Plan, the SERP or otherwise, and it shall be
determined that any payment or distribution by the Company to you or for your
benefit, whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement, the Deferred Compensation Plan, the SERP or otherwise
(a "Payment"), would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then you shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by you of all taxes (including any interest or penalties imposed with respect to
such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you
retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.
 
 (2)  All determinations required to be made under this Subsection (l),
including whether a Gross-Up Payment is required and the amount of such Gross-Up
Payment, shall be made in good faith by the Company which shall provide detailed
supporting calculations to you within 15 business days after the date of
termination of your employment, if applicable, or such earlier time as is
requested by the Company. If the Company determines that no Excise Tax is
payable by you, it shall furnish you with an opinion of counsel that you have
substantial authority not to report any Excise Tax on your federal income tax
return. Except as hereinafter provided, any determination by the Company shall
be binding upon the Company and you. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Company hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that you are
required to make a payment of any Excise Tax, the Company shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to you or for your benefit.
  7.  
Assignability
 This Agreement is
binding on and is for the benefit of the parties hereto and their respective
successors, heirs, executors, administrators and other legal representatives.
Neither this Agreement nor any right or obligation hereunder may be assigned by
the Company (except to any subsidiary or affiliate) or by you.
  8.  
Non-Competition
   ****If, subsequent to a
Change in Control of the Company, you are discharged without Cause or resign for
Good Reason, then for a period of two years after the Date of Termination, you
shall not on your own account without the consent of the Company, or as a
shareholder, employee, officer, director, consultant or otherwise, engage
directly or indirectly in any business or enterprise which is in competition
with the Company. For all purposes of this agreement the words "competition with
the Company" shall mean:
  
  
 (a)
    Directly
      participate or engage, on the behalf of other parties, in the purchase of
      products, supplies or services of the kind, nature or description of those
      sold by the Company,
 
 (b)
    Solicit,
      divert, take away or attempt to take away any of the Company’s Customers
      or the business or patronage of any such Customers of the
      Company;
 
 (c)
    Solicit,
      entice, lure, employ or endeavor to employ any of the Company’s
      employees;
 
 (d)
    Divulge to
      others or use for your own benefit any confidential information obtained
      during the course of your employment with Company relative to sales,
      services, processes, methods, machines, manufacturers, compositions,
      ideas, improvements, patents, trademarks, or inventions belonging to or
      relating to the affairs of Company;
 
 (e)
    Divulge to
      others or use to your own benefit any trade secrets belonging to the
      Company obtained during the course of your employment or that you became
      aware of as a consequence of your
employment.
 
 The term “Customer”
shall mean any person, firm, association, corporation or other entity to which
you or the Company has sold the Company’s products or services within the
twenty-four (24) month period immediately preceding the termination of your
employment with the Company or to which you or the Company is in the process of
selling its products or services, or to which you or the Company has submitted a
bid, or is in the process of submitting a bid to sell the Company’s products or
services.
 
 However, nothing
herein contained shall prevent you from purchasing and holding for investment
less than 5% of the shares of any corporation the shares of which are regularly
traded either on a national securities exchange or in the over-the-counter
market, and notwithstanding any provision hereof, you may disclose to any and
all persons, without limitation of any kind, the tax treatment and any facts
that may be relevant to the tax structure of the transactions contemplated by
this Agreement, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable federal or state securities laws,
and except that, with respect to any document or other information that in
either case contains information concerning the tax treatment or tax structure
of such transactions as well as other information, this paragraph shall apply
only to such portions of the document or similar item that is relevant to an
understanding of such tax treatment or tax structure.
 
 9.   Non-Disparagement
 You and the Company agree that neither party
shall disparage the other nor shall either party communicate to any person
and/or entity in a manner that is disrespectful, demeaning, and/or insulting
toward the other party.
  
 10.   Successor
 The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise. Failure of the Company
to obtain such agreement prior to the effectiveness of such succession shall be
a breach of this Agreement and shall entitle you to compensation from the
Company in the same amount and on the same terms as you would be entitled
hereunder if you terminated your employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.
 
 This Agreement
shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If you should die while any amounts would still be
payable to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid to such beneficiary or beneficiaries as
you shall have designated by written notice delivered to the Company prior to
your death or, failing such written notice, to your estate.
  11.  
Amendment; Waiver
   This
Agreement may be amended only by an instrument in writing signed by the parties
hereto, and any provision hereof may be waived only by an instrument in writing
signed by the party or parties against whom or which enforcement of such waiver
is sought. The failure of either party hereto at any time to require the
performance by the other party hereto of any provision hereof shall in no way
affect the full right to require such performance at any time thereafter, nor
shall the waiver by either party hereto of a breach of any provision hereof be
taken or held to be a waiver of any succeeding breach of such provision or a
waiver of the provision itself or a waiver of any other provision of this
Agreement.
  12.   
Notices
 All notices and
other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
 
 If to
you:
 
 **[Executive]**
 **[Address]**
 
 If to the
Company:
 
 **Secretary**
 **FirstEnergy**
 **76 South
Main Street**
 **Akron, Ohio
44308**
 
 or to such other
address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually
received by the addressee.
  
  13.    Validity
            The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect, nor shall the invalidity
or unenforceability of a portion of any provision of this Agreement affect the
validity or enforceability of the balance of such provision. If any provision of
this Agreement, or portion thereof is so broad, in scope or duration, as to be
unenforceable, such provision or portion thereof shall be interpreted to be only
so broad as is enforceable.
 
 14.   
Withholding
 
 The Company may
withhold from any amounts payable under this Agreement such Federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law
or regulation.
 
 15. 
  Entire Agreement
 
 This Agreement
contains the entire understanding of the Company and you with respect to the
subject matter hereof and, upon the date this Agreement becomes effective
pursuant to Section 3, supercedes all other agreements of like or similar
nature.
 
 16. 
  Applicable Law
 
 This Agreement
shall be governed by and construed in accordance with the substantive internal
law and not the conflict of law provisions of the State of Ohio.
 
  If the terms of the
foregoing Agreement are acceptable to you, please sign and return to the Company
the enclosed copy of this Agreement whereupon this Agreement shall become a
valid and legally binding contract between you and the Company.
 
 
  
 **FIRSTENERGY
      CORP.**By:
    /s/Anthony J. Alexander
      President and
      Chief Executive Officer
 
 
 Accepted and Agreed
as of the date first above written:
  
 
 [Executiv e]