FirstEnergy
                      Executive Incentive Compensation Plan
                                      2001

Purpose
-------

The purpose of the Executive  Incentive  Compensation Plan (EICP) is to attract,
retain and motivate skilled  executives;  to more closely align the interests of
the executives and shareholders; and to promote growth in shareholder value.

Total Compensation Philosophy
-----------------------------

FirstEnergy's   total   compensation   philosophy  is  based  on  the  following
principles:

-  A  "pay-for-performance"  orientation under which total compensation reflects
   corporate, business unit and individual success;
-  A focus on total  compensation  wherein  base  salaries  and  incentives  are
   targeted  generally  at  or  near  median  competitive  market  levels,  with
   opportunities  to achieve total  compensation at the 75th percentile level if
   both corporate and business unit performance are superior;
-  A mix between short-term and long-term compensation opportunities designed to
   reward both short and long-term  strategic  results and facilitate  executive
   retention;
-  An escalating proportion of an executive's total compensation  opportunity at
   risk through  performance  incentives  and stock as an  executive's  level of
   responsibility increases; and
-  The use of various  equity based  incentive  vehicles to promote  FirstEnergy
   stock  ownership and more closely align the interests of executives  with the
   long-term interests of shareholders.

Plan Components
---------------

The Plan consists of a Short-Term Incentive Program (STIP) for 2001, a Long-Term
Incentive Program (LTIP) for the period 2001 - 2003, and a Stock Option Program.
Target incentive opportunities for each program are shown in Attachment 1.

Discretionary Award
-------------------

There  may be  instances  where  an  executive  has  demonstrated  extraordinary
responsiveness  to  an  unforeseen   circumstance  or  has  made  a  substantial
contribution  that will not be properly  recognized in the normal award process.
In  these  cases,  FirstEnergy  (the  Compensation  Committee  of the  Board  of
Directors in the case of a member of the Senior  Management  Committee),  in its
sole discretion, may grant a special incentive award to the executive.


<PAGE>


                       Short-Term Incentive Program (STIP)
                       -----------------------------------


Eligibility
-----------

Employees  with a 2001  standard  rate at or above  $92,119  and are in approved
positions that report to members of the Senior  Management  Committee,  regional
presidents,  consolidated plant managers,  nuclear directors, and general office
department heads, are eligible to participate in this plan.

Eligible  executives  also must perform their jobs for a minimum of 1000 regular
work hours (actual  on-the-job  work hours exclusive of any time off) during the
year.  Therefore,  separation due to retirement,  death or disability  generally
must occur  during  the  second  half of the year in order to meet the 1000 hour
requirement.  If an employee is promoted into the executive  group or reassigned
to another  position  outside the executive  group,  all hours worked during the
year are counted toward the 1000-hour requirement.

Eligible  executives  must be actively  employed as of December 31, 2001 or have
separated  employment during the year due to retirement,  disability,  death, or
under conditions in which the executive  qualifies for and elects benefits under
the  FirstEnergy  Severance  Benefits Plan.  Thus, an executive who  voluntarily
resigns  or is  involuntarily  separated  for cause is  ineligible  to receive a
short-term award.  Also, an executive who has been  involuntarily  separated for
cause  between  December  31,  2001 and the date  that  any  awards  are paid is
ineligible to receive and award.

Executives  must receive or would have  received a  performance  rating of Meets
Expectations or above.  An executive with a rating "Does Not Meet  Expectations"
is ineligible to receive an annual award.

Transfer between Plans
----------------------

Annual incentive awards are based on whole months of eligibility in an incentive
plan.  Thus,  employees who transfer from one incentive plan to another and work
the full year, will have their incentive  awards prorated  between the two plans
in whole  month  increments  that total 12 months.  Whole month  increments  are
determined by the effective date of the employee's move.

For a move resulting in a change in incentive plan eligibility that is effective
between the 1st and 15th of any month  except  December,  the  employee  becomes
eligible for the plan into which they are moving for that entire  month.  If the
move is effective on or after the 16th of any month except January, the employee
becomes  eligible  for the plan  into  which  they are  moving on the 1st of the
following month.

Employees  hired or changing  plans at any time during  January will be credited
with plan  eligibility  for the entire  month of January.  Employees  who change
plans at any time on or after November 16 will continue their eligibility in the
"old" plan for the entire  month of December,  and will become  eligible for the
"new" plan in January.


<PAGE>


Key Performance Indicators (KPIs)
---------------------------------

Performance  goals  are  allocated  between   FirstEnergy   Financial  KPIs  and
Operational   KPIs.   FirstEnergy   Financial  KPIs  apply  to  all  executives.
Operational KPIs are established by each Group Vice President.  The weighting of
Financial KPIs and Operational KPIs varies among executives depending upon their
job level.

Award Leverage
--------------

Each  KPI  has a  threshold,  target  and  maximum  level  of  achievement.  The
achievement of Financial KPIs at or above  threshold will generate a payout from
50% to 200% of the target award. The achievement of Operational KPIs at or above
threshold  will generate a payout from 50% to 150% of target.  Results  achieved
between threshold and target, and target and maximum, will be interpolated.

Award Payments
--------------

Annual awards will be paid in March 2002. If an executive  meets the eligibility
criteria and works in an executive  position for less than the full  performance
year, his/her annual award will be prorated to reflect the number of months that
he/she has worked in an eligible position.

If an executive  changes his/her job within the executive group or is reassigned
to another  position  outside  the  executive  group  during the plan year,  the
executive's  total annual incentive award will be the sum of the prorated awards
earned in each position and incentive plan.

Plan  participants  may elect to defer the  receipt of any STIP award  under the
terms of the Executive Deferred Compensation Plan.

Shareowner Protection
---------------------

Short-term  incentive  awards will not be paid unless total earnings  exceed the
amount of  dividends  paid plus the maximum  annual  awards  from all  incentive
plans.


<PAGE>


                       Long-Term Incentive Program (LTIP)
                       ----------------------------------


Eligibility
-----------

An  employee  who is hired or  promoted  into  the  executive  group on or after
February 1, 2001 will not be eligible for the LTIP until 2002,  assuming  he/she
remains eligible for EICP.
An executive must work a minimum of 12 months in an eligible position during the
three-year (36-month) plan cycle to be eligible for an award. Thus, an executive
who  separates  for any  reason  during  2001 will be  ineligible  to  receive a
long-term award from the 2001 program.

An  executive  must be  actively  employed  as of  December  31,  2003,  or have
separated due to retirement,  disability or death; or under  conditions in which
the executive qualifies for and elects benefits under the FirstEnergy  Severance
Benefits Plan between  December 31, 2001 and the award  payment  date.  Thus, an
executive who voluntarily  resigns or who is  involuntarily  separated for cause
during this time frame will be ineligible to receive an LTIP award.

Performance Shares
------------------

On January 1, 2001,  each eligible  employees  LTIP award will be converted into
equivalent "Performance Shares" of FirstEnergy common stock based on the average
of the high and low stock  prices of the common stock on the last trading day in
2000.  These shares are placed into a Performance  Share Account for three years
(2001 - 2003).

During  the  2001  - 2003  performance  period,  dividend  equivalents  will  be
converted  into  additional  shares based on the closing stock price on the date
the dividends are paid. At the end of the  three-year  performance  period,  the
executive's  account  will be valued  based on the  average  of the high and low
prices on the last trading day in December 2003.

The value may be adjusted  upward or downward  based upon the total  shareholder
return (TSR) of FirstEnergy  common stock relative to an energy services company
index during this three-year  period. If the TSR is at the 63rd percentile,  the
award payout will be 100% of the account value. If the TSR rating is at or above
the 86th percentile,  the award payout will be 150% of the account value. If the
TSR is at the 41st  percentile,  the  award  payout  will be 50% of the  account
value.  Award payouts for a ranking above the 41st and below the 86th percentile
will be interpolated.  For a TSR ranking below the 41st percentile, no long-term
award will be paid.  The purpose of this award  structure is to  strengthen  the
linkage between an executive's  total  compensation  and the long-term growth of
shareholder value.


<PAGE>


Award Payments
--------------

Awards for the 2001 - 2003 cycle will be paid in March 2004.

If an executive meets the  eligibility  criteria and is no longer employed in an
executive  position,  his/her  original  LTIP  target  award will be prorated to
reflect  the  number  of  months  worked  in an  eligible  position  during  the
performance cycle.

Plan  participants  may elect to defer the  receipt of any LTIP award  under the
provisions of the Executive Deferred Compensation Plan.

Attachment 2 illustrates a Long-Term Incentive Program example.


                              Stock Option Program
                              --------------------

In 2001,  eligible  employees  will receive  stock option grants that will allow
them to  purchase a  specified  number of common  stock  shares at a fixed grant
price over a defined period of time.  The number of stock options  granted and a
stock option  agreement  will be  communicated  to recipients at the time of the
grant.

                                      Terms
                                      -----

For the purposes of this Plan,  the term  FirstEnergy  is defined as FirstEnergy
Corp.  and all of its operating  companies to which this Plan has been extended.
The term  "Company"  refers to  FirstEnergy  Corp.  or its  operating  companies
individually, as appropriate.

Each employee's  rights under the Plan are at all times governed by the official
text of the Executive and Directors Incentive Compensation Plan Document and are
in no way altered or modified by the contents of this summary.

Each  executive  may,  at  any  time,  designate  one  or  more  persons  as the
executive's primary or contingent  beneficiary (ies) to whom awards earned under
this Plan shall be paid in the event of the  executive's  death prior to payment
of such  awards to the  executive.  In the absence of an  effective  beneficiary
designation,  or if all beneficiaries  predecease the executive, the executive's
designated beneficiary shall be the person in the first of the following classes
in which there is a survivor:  the executive's surviving spouse; the executive's
estate.


<PAGE>


Right to Modify or Terminate
----------------------------

This Plan may be amended or terminated at any time with or without notice by the
Compensation  Committee of the Board of Directors of  FirstEnergy.  The Plan may
change  from  year  to year or even  be  discontinued  in the  future.  If it is
determined   that   significant   unusual  events  occurred  that  impacted  the
FirstEnergy's  reported earnings but do not truly reflect the achieved operating
results of the  FirstEnergy,  then the  Compensation  Committee may, in its sole
discretion,  increase or decrease  the amount of any awards  determined  by this
Plan or even  determine  that no  awards  will be paid.  Not  withstanding,  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)  and the  regulations  issued
thereunder.

No Employment Guarantee
-----------------------

Nothing in this Plan shall be construed as giving any  participant  the right to
be retained in the employ of any Company, nor shall any Company be required,  by
virtue  of the  existence  of this  Plan,  to  maintain  the  employment  of any
participant through any specified date.

Not A Funded Trust
------------------

All awards paid under this Plan shall at all times constitute  general unsecured
liabilities of any Company,  payable out of its own general assets.  In no event
shall any  Company  be  obliged  to  reserve  any funds or assets to secure  the
payment of such amounts and nothing  contained in the Plan shall confer upon any
participant the right, title or interest of any assets of any Company.

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

The Plan is administered by the Human Resources Department.


<PAGE>


                                                                  Attachment 1


                      Executive Incentive Compensation Plan
                         Total Compensation Opportunity
                                      2001


             SHORT-TERM PROGRAM       LONG-TERM PROGRAM          TOTAL
---------------------------------------------------------------------------
                                    Performance    Stock
             Annual   Incentive       Shares      Options
---------------------------------------------------------------------------
             Target                   Target     Target     Total Incentive
Tier       Incentive* KPI % Mix     Incentive*   Award*       Opportunity*
---------------------------------------------------------------------------
  V          25%      Fin   20%         5%         35%           65%
                      Oper  80%


* Incentive opportunity as a percent of standard rate.




                        STIP Award Leverage
            ----------------------------------------
            KPIs         THR        TGT         MAX
            ----------------------------------------
            Financial    50%        100%        200%
            ----------------------------------------
            Operational  50%        100%        150%
            ---------------------------------------
            Total        50%        100%        160%
            ========================================


<PAGE>


                                                            Attachment 2

                            Performance Share Example

Tier:                         V

Standard Rate:                $120,000

Target Incentive:             5%

Target Opportunity:           5% x $120,000 = $6,000

Performance Share Award:      200 shares ($6,000 @ $30/share)

Performance shares mature at the end of 2003 and are payable in March 2004 based
on the following factors:

     -    Quarterly dividend equivalents that may be credited to the executive's
          accounhe performance period.
     -    The average of the high and low price of the Company's common stock on
          the last trading day of 2003.
     -    The total  shareholder  return  (TSR) of the  Company's  common  stock
          during the performance period relative to the peer company index.

The  following  table  illustrates  potential  awards at various TSR  percentile
rankings  based on the target  opportunity.  This  illustration  assumes that no
dividends  are paid and that the common stock price does not  appreciate  during
the three-year performance period.

          TSR Ranking          Award Payout      Percent Earned
          -----------------------------------------------------
          86 - 100th  Percentile $9,000               150%
          75th Percentile        $7,500               125%
          63rd Percentile        $6,000               100%
          52nd Percentile        $4,500                75%
          41st Percentile        $3,000                50%
          1 - 40th Percentile        $0                 0%


          *    For 2001,  the method of  representing  our TSR  ranking is being
               changed to reflect our percentile ranking in the more traditional
               way. This year, the TSR ranking is shown in the inverse of how it
               has been represented in the past. Previously, top performance was
               reflected as the "1st percentile";  this year, top performance is
               represented as the "100th percentile".  This change has no impact
               on the "Award Payout" or the "Percent Earned".