AMENDED
                                FIRSTENERGY CORP.
                           DEFERRED COMPENSATION PLAN
                                  FOR DIRECTORS
                                  -------------


                                    ARTICLE I

                                Director Election
                                -----------------

            Any member of the Board of  Directors  ("Director")  of  FirstEnergy
Corp.  (the  "Company")  may elect from time to time,  by written  notice to the
Company  given on or before  December 31 of any year, to defer receipt of all or
any specified part of his or her fees (cash or equity  instruments) for services
as a Director during succeeding  calendar years,  including  retainer fees, fees
for attending meetings of the Board of Directors and its Committees and fees for
serving as Chairman or other official of the Board or a Committee  (collectively
"Director's  fees").  Any person  elected to the Board who was not a Director on
the  preceding  December 31 may elect,  by written  notice to the Company  given
within  thirty (30) days after  becoming a Director,  to defer receipt of all or
any  specified  part of his or her  Director's  fees  during the  balance of the
calendar year following his or her becoming a Director and  succeeding  calendar
years.

            With respect to the  calendar  year in which this Plan is adopted by
the Board of Directors of the Company, any Director may elect, by written notice
to the Company  given within  thirty (30) days after the date on which this Plan
is  adopted  or, if later,  within  thirty  (30) days  after  first  becoming  a
Director, to defer receipt of all or any specified part of his or her Director's
fees during the balance of that calendar year and succeeding  calendar years. An
election to defer  Director's  fees shall be irrevocable and shall continue from
year to year unless the Director  terminates it by written notice to the Company
on or before December 31 of the year preceding the year to which the termination
applies.

            Effective as of January 1, 2000,  the Centerior  Energy  Corporation
Deferred  Compensation Plan for Directors (the "Centerior Plan") shall be merged
into this Plan. Any election to defer  director's  fees made under the Centerior
Plan prior to such date shall, to the extent such deferred fees and any earnings
credited to such  deferred  fees have not been paid to the director or to his or
her  beneficiary  prior to such date,  be treated as having been made under this
Plan and shall be  subject  to all of the  rights  and  limitations  imposed  on
elections made under this Plan. The individuals who made such elections shall be
considered "Directors" for purposes of this Plan even if they have not served on
the Board of Directors of the Company.

                                   ARTICLE II
                                   ----------

                         Deferred Fee Account--Balances
                         ------------------------------

            Any deferred Director's fees shall be credited by the Company to the
Director's  deferred fee account to be  maintained by the Company as of the date
the fees would  otherwise be payable.  Adjustments to the balance in the account
for deemed  interest or deemed  investment  gains and losses  shall be made from
time to time,  as  determined  by the  Compensation  Committee  of the  Board of
Directors of FirstEnergy  Corp. (the  "Committee"),  but at least annually.  The
Committee,  in its sole discretion  shall determine  whether  adjustments to the
account shall be made based upon deemed interest or deemed investment  earnings.
If deemed interest is selected by the Committee,  the deemed interest rate shall
be the "prime rate" then in effect at The Chase  Manhattan  Bank,  N.A.,  of New


<PAGE>


York City,  New York,  or at another bank as the Committee may from time to time
designate.  If the  Committee  elects to make  adjustments  to the  accounts  in
accordance with deemed investment gains and losses,  the Committee,  in its sole
discretion,  shall determine the investment vehicles to be used. In its the sole
discretion,  the Committee may permit the Director to designate that the balance
of his or her account be invested in one or more investment vehicles selected by
the  Committee,  and adjusted  accordingly.  The Company shall provide an annual
statement to each Director who has elected to defer fees.

            One of the  investment  options  for  equity  instruments  and  cash
retainer fees,  meeting fees, and/or chairperson fees, shall be an account whose
value will be  adjusted as if the  deferred  fees were  invested in  FirstEnergy
Common Stock.  This account shall be called the Deferred Stock Account (DSA). At
the time cash retainer, meeting fees, and/or chairperson fees are designated for
investment into this account, the initial account value shall be increased by 20
percent. If a Director separates from the Board for any reason other than death,
retirement, or disability as defined by Section 22(e)(3) of the Internal Revenue
Code and such  retainer fees are not kept in this account for a minimum of three
years from January 1 of the year of deferral,  the Director shall forfeit the 20
percent  bonus on such  retainer  fees and any  earnings  associated  with it. A
Director  shall  be  immediately  entitled  to  the 20  percent  bonus  and  all
associated  earnings  if a Change in Control  occurs as  defined in Article  IX.
Initial unit  valuation for cash  deferrals  into this account shall be based on
the Fair  Market  Value  which  is the  average  of the  high  and low  price of
FirstEnergy  Common Stock on the day when payment  would  otherwise be received.
Stock deferred into this account shall be valued at the actual  purchase  price,
including any commissions.

            With  respect  to  any  Director  who  had a  balance  in his or her
deferred fee account under the Centerior  Plan  immediately  prior to January 1,
2000, the balance of such account shall be transferred to a deferred fee account
under this Plan as of January 1, 2000.  Such  Directors  shall be  permitted  to
designate how such transferred  account balances shall be deemed invested to the
same extent that other Directors are permitted such designations under this Plan
with respect to their deferred fee accounts.

                                   ARTICLE III
                                   -----------

                               Payment to Director
                               -------------------

            Amounts  credited to a Director's  deferred  fee account,  including
deemed interest and earnings shall be paid to the Director in cash,  either in a
lump sum or in annual  installments  over a period  not to exceed 10 years.  For
this  purpose,  a  designation  by a  Director  of the form of  payment  will be
effective  only if it is  made  at the  time  of his or her  election  to  defer
Director's fees; provided,  however, that if a Director makes a designation,  he
or she may change that designation by filing a new superseding  designation with
the  Company  during the period  beginning  120 days prior and ending on the day
prior to the day on which the Director ceases to be a Director. Payment(s) shall
be made on or commencing  with the January 1 next following the day the Director
ceases to be a Director unless during the foregoing 120 day election period, the
Director  designates a later  payment or  commencement  date (not later than the
January 1 next following the day he or she attains age 72).

            Payment of the  balance of the DSA to the  Director  will be in
the form of FirstEnergy Common Stock and will be paid out when a Director ceases
to be a Director  unless a separate  election for the DSA is made.  The election
options are the same as described in the paragraph above. If a Director requests
any change in the date of the pay-out of his DSA,  the request  must be approved
by the Compensation Committee of the Board of Directors of the Company.


<PAGE>


            A Director may at any time request an  accelerated  distribution  of
his or her account balances, subject to a 10 percent penalty and, if applicable,
forfeiture of the 20 percent bonus and associated  earnings  described  above if
the three-year  criterion is not met. Such a request must be made in writing, in
a form and manner specified by the Committee. The Company will distribute to the
Director  the balance of his or her  account  minus any  forfeitures  and the 10
percent penalty as a lump sum within 90 days after the end of the month in which
the Committee receives the request. Such distribution shall completely discharge
the Company from all liability  with respect to the Director's  account.  If the
Director  is an  active  Director,  the  Director  may not  resume  any  further
deferrals  into the Plan until January 1 of the second  calendar year  following
the  calendar  year in which  the  Director  receives  such  distribution.  If a
Director  requests an accelerated  distribution  of his DSA, the request must be
approved by the Compensation Committee of the Board of Directors of the Company.

            A  Director  who is an  active  Director  and  who  has  been a Plan
Participant  for at least five calendar  years may request to withdraw a portion
of  his or  her  deferred  fees  and  associated  earnings.  For  this  purpose,
participation in the Centerior Plan shall be considered as participation in this
Plan. All deferred cash fees must be disbursed prior to the  disbursement of any
deferred  stock fees.  Such request must be made in writing in a form and manner
specified by the  Committee  and must specify the amount to be withdrawn and the
future date or dates to be paid. The date(s) must be the first of a month in the
second  calendar year following the calendar year in which the request was made.
The request will be irrevocable after December 31 of the calendar in which it is
made unless, prior to payment, the Director separates from the Board or a Change
in Control occurs as defined in Article IX. In these instances, the request will
become  null and void and the  account  balances  will be paid as elected by the
Director or as in the paragraph below.

            In the instance of a Change in Control as defined in Article IX, all
cash account  balances will be paid out immediately as a lump sum and the DSA in
stock as soon as practicable.


                                   ARTICLE IV
                                   ----------

                             Payment to Beneficiary
                             ----------------------

            Upon the  death of a  Director  or a  former  Director  prior to the
distribution  of the  entire  balance  in the  Director's  or former  Director's
deferred fee account and deferred stock account, the balance including interest,
shall be paid to the beneficiary or beneficiaries  designated by the Director or
former  Director  in writing  filed  with the  Company,  or in the  absence of a
designation,  paid to his or her estate, at the time and in the manner specified
in the  Director  or former  Director's  beneficiary  designation,  which may be
either (i) in a lump sum as soon as practicable after the date of death, (ii) in
a lump sum on  January  1 of the year  following  the  year in which  the  death
occurred or (iii) in one or more annual  payments the last of which may occur no
later  than  January 1 of the fifth year  following  the year in which the death
occurred.

                                    ARTICLE V
                                    ---------

                                   Assignment
                                   ----------

            Except  to the  extent  that  a  Director  or  former  Director  may
designate a beneficiary  to receive any payment to be made  following his or her
death and  except by will or the laws of  descent  and  distribution,  no rights
under this Plan shall be assignable or  transferable,  or subject to encumbrance
or charge of any nature.

<PAGE>

                                   ARTICLE VI
                                   ----------

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

            This Plan  shall be  administered  by the  Committee  as  defined in
Article II. Except as otherwise  provided by action of the Board of Directors of
the  Company  or the terms of the Plan:  (a) a  majority  of the  members of the
Committee shall constitute a quorum for the transaction of business, and (b) all
resolutions or other actions taken by the Committee at a meeting shall be by the
vote of the majority of the committee members present, or, without a meeting, by
an instrument in writing signed by all members of the Committee.

            The powers of the  Committee  shall  include the power to  construe,
interpret,  and apply  this  Plan,  and to render  nondiscriminatory  rulings or
determinations.  Constructions,  interpretations, and decisions of the committee
shall be conclusive and binding on all persons.

                                   ARTICLE VII
                                   -----------

                            Amendment and Termination
                            -------------------------

            The Board of  Directors  of the Company may from time to time amend,
suspend,  terminate  or  reinstate  any or all of the  provisions  of this Plan,
except  that  no  amendment,  suspension,  termination  or  reinstatement  shall
adversely  affect the deferred fee account of any Director,  former  Director or
beneficiary (collectively,  "Eligible Persons") as it existed immediately before
the  amendment,  suspension,  termination  or  reinstatement  or the  manner  of
payments, unless the Eligible Person shall have consented in writing.

            The Board of Directors of the Company may at any time  terminate its
participation in this Plan and/or transfer its liabilities  under this Plan to a
similar  plan  established  by  the  Committee.  Upon  the  termination  of  its
participation  in this Plan,  amounts  credited  to  deferred  fee  accounts  of
Eligible  Persons  shall  continue  to be payable to those  Eligible  Persons in
accordance with the terms of this Plan. Upon termination of the participation of
the  Company in this  Plan,  if the Board of  Directors  of the  Company  should
transfer its liabilities to another plan, such transfer of liabilities shall not
adversely  affect the deferred fee account of any Eligible  Person as it existed
immediately  prior to that  transfer  or the  manner  of  payments,  unless  the
Eligible Person shall have consented in writing.

            All  liabilities  of the Ohio Edison Company  Deferred  Compensation
Plan for Directors  shall be transferred to this Plan; and this Plan shall be an
amendment,  restatement  and  continuation  of that Plan.  If any  deferred  fee
account is in pay status or is otherwise payable to an Eligible Person, it shall
continue to be payable to that  person  under the same terms and  conditions  as
were provided under the Plan. The balance in any deferred fee account under that
Plan  maintained  with respect to an individual who is a Director of FirstEnergy
Corp.  at the time of the  amendment  or  restatement  of this Plan shall become
payable under the terms and conditions of this Plan; provided, however, that the
Director's  deferral  elections,  commencement  date elections,  and beneficiary
elections  made under the Prior Plan shall  continue to be effective  under this
Plan unless amended or changed under the terms of this Plan.

            All  liabilities  of the Centerior Plan shall be transferred to this
Plan as of January 1, 2000. If any deferred fee account under the Centerior Plan
is in pay status or is otherwise  payable to an Eligible Person as of such date,
it shall  continue  to be  payable  to that  person  under  the same  terms  and
conditions  as were  provided  under the  Centerior  Plan.  The  balance  of any


<PAGE>


deferred fee account  under the  Centerior  Plan shall become  payable under the
terms and  conditions  of this  Plan;  provided,  however,  that the  Director's
deferral elections,  commencement date elections, and beneficiary elections made
under the Centerior Plan shall  continue to be effective  under this Plan unless
amended or changed under the terms of this Plan.

            Notwithstanding  any other  provisions  of the Plan,  if the Plan is
terminated and the liabilities of this Plan are not transferred to another plan,
no subsequent  Director's fees may be deferred under this Plan, the balance in a
Director's  deferred  account shall continue to be credited with deemed interest
or earnings in a manner  similar to that described in Article II, and the entire
balance in the account (including interest) shall become payable to the Director
(or his or her  beneficiary)  in accordance  with the provisions of this Plan in
effect at the date of termination.

                                  ARTICLE VIII
                                  ------------

                                  Unfunded Plan
                                  -------------

            Deferred  fee  accounts  maintained  for purposes of this Plan shall
constitute  bookkeeping  records of the  Company  and shall not  constitute  any
allocation  of any  assets of the  Company  or be deemed to create  any trust or
special  deposit with  respect to any of the assets of the Company.  The Company
shall  not  be  under  any  obligation  to  any  Director,  former  Director  or
beneficiary  to  acquire,  segregate  or reserve  any funds or other  assets for
purposes  relating  to this  Plan.  No  Eligible  Person  shall  have any rights
whatsoever  in or with respect to any funds or other assets owned or held by the
Company;  the rights of an Eligible Person under this Plan are solely those of a
general  creditor of the Company to the extent of the amount  credited to his or
her deferred fee account with the Company.

            The Company may, at its  discretion,  establish  one or more trusts,
purchase one or more insurance  contracts or otherwise invest or segregate funds
for purposes  relating to this Plan,  but the assets of such trusts,  rights and
assets of such  insurance  contracts or otherwise  invested or segregated  funds
shall at all times remain subject to the claims of the general  creditors of the
Company  except to the extent and at the time any payment is made to an Eligible
Person under this Plan; and no Eligible Person shall have any rights  whatsoever
in or with respect to any trust, insurance contract or other investment or fund,
or their assets.

                                   ARTICLE IX
                                   ----------

                                Change In Control
                                -----------------

For purposes of the Plan, a "Change in Control" means any of the following:

1.    An  acquisition  by any  person  or  entity  of at  least  50% (25% if the
      acquiring  person or entity  proposes any  individual  for election to the
      Board of Directors or is represented by any member of the Board) of either
      the Company's outstanding common stock ("Outstanding Common Stock") or the
      combined  voting  power of the  Company's  outstanding  voting  securities
      ("Outstanding  Voting  Securities").  The following  acquisitions will not
      constitute a Change in Control:

      a)    any   acquisition   directly   from  the  Company   (excluding  an
            acquisition by virtue of the exercise of a conversion privilege);

      b)    any acquisition by the Company;


<PAGE>


      c)    any  acquisition  by an employee  benefit  plan  sponsored  by the
            Company or one of its  affiliates  (e.g.,  the  FirstEnergy  Corp.
            Savings Plan);

      d)    any acquisition pursuant to a merger or other form of reorganization
            or  consolidation  where the  requirements  of paragraph 3 below are
            satisfied.

2.    The current  members of the Company's Board of Directors (the "Incumbent
      Board")  cease for any reason to  constitute  at least a majority of the
      Board.  For this purpose,  any  individual  whose election or nomination
      to the Board was approved by at least a majority of the  Directors  then
      comprising  the Incumbent  Board shall be considered as though he or she
      were a member  of the  Incumbent  board,  unless  the  individual  first
      assumed office as a result of an actual or threatened  proxy or election
      contest.

3.    Approval by the  Company's  shareholders  of a  reorganization,  merger or
      consolidation,  or of a sale or other  disposition of all or substantially
      all of the assets of the Company, unless after the transaction each of the
      following requirements are satisfied:

      a)    all  or  substantially   all  of  the  holders  of  the  Company's
            Outstanding   Common  Stock  and  Outstanding   Voting  Securities
            immediately  prior the transaction,  continue to hold at least 75%
            of the  outstanding  common stock and the combined voting power of
            outstanding  voting  securities of the corporation  resulting from
            the   reorganization,   merger   or   consolidation   (or  of  the
            corporation that purchased the assets of the Company,  as the case
            may  be) in the  same  proportions  as  they  held  the  Company's
            Outstanding   Common  Stock  and  Outstanding   Voting  Securities
            immediately before the transaction.

      b)    no  person or entity  owns 25% or more of the  outstanding  common
            stock  or  the  combined   voting  power  of  outstanding   voting
            securities of the corporation  resulting from the  reorganization,
            merger or consolidation  (or of the corporation that purchased the
            assets of the Company,  as the case may be).  This 25%  limitation
            does  not  apply  to  the  Company,   any  employee  benefit  plan
            sponsored by the Company or such other corporation,  or any person
            or  entity  who owned at least  25% of the  Company's  Outstanding
            Common Stock or Outstanding  Voting  Securities  immediately prior
            to the transaction; and

      c)    at least a majority  of the members of the Board of  Directors  of
            the  corporation  resulting  from the  reorganization,  merger  or
            consolidation  (or of the corporation that purchased the assets of
            the Company,  as the case may be),  were members of the  Incumbent
            Board  of  the  Company  at the  time  of  the  initial  agreement
            providing for the  reorganization,  merger,  consolidation or sale
            or other  disposition of all or substantially all of the assets of
            the Company.

4.    Approval by the Company's  shareholders  of the complete  liquidation or
      dissolution of the Company.

However in no event will a Change in  Control be deemed to have  occurred,  with
respect to a  Director,  if the  Director  is part of a  purchasing  group which
consummates the Change in Control transaction. The Director will be deemed "part
of a purchasing group" for purposes of the preceding sentence if the Director is
an equity  participant  or has  agreed to  become an equity  participant  in the
purchasing  company or group (excluding passive ownership of less than 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).


<PAGE>


                                    ARTICLE X
                                    ---------

                                  Miscellaneous
                                  -------------

The  invalidity or  unenforceability  of any  particular  provision of this Plan
shall not affect any other  provision,  and the Plan shall be  construed  in all
respects as if invalid or unenforceable provisions were omitted.

            This Plan shall be  construed  and governed in  accordance  with the
laws of the State of Ohio without  giving  effect to  principles of conflicts of
laws.


<PAGE>


Scope of Changes

Rev. 4 approved by the Compensation Committee on September 18, 2000

1. Clarify that a 20% bonus is not added to the equity instrument retainer.
2. Allow changes to the beneficiary form and how a beneficiary can receive
   payment.

Rev. 3 approved by the Compensation Committee on September 19, 1999 and
November 15, 1999

1. Article III, 2nd paragraph  revised to allow  directors to defer meeting fees
   and chairperson fees into the deferred stock account.
2. Changes  made to  Articles  I, II,  III,  VII to  allow  the  merging  of the
   Centerior Plan into the FirstEnergy Plan.

Rev. 2 approved by the Compensation Committee on February 15, 1999

1. Article III,  added  sentences to the end of paragraph 2 and 3 requiring that
   approval of the Compensation Committee when changing the date of a pay-out or
   when  requesting  an  accelerated  distribution.  Unless  these  changes  are
   specifically  approved  in  accordance  with Rule  16b-3 of  Section  16, the
   Director may inadvertently  incur liability under Section 16(b) for repayment
   to the Company of related profits involving the Company's equity securities.


Rev. 1 approved by the Compensation Committee on November 16, 1998

1. Added the ability to defer stock and to receive a bonus for doing so.
2. Added the ability to withdrawal all funds from the Plan as long as there
   was a 10% penalty and forfeiture of any bonus that is not yet vested.
3. Added the ability to withdrawal funds from the Plan as long as the
   Director is an active  Director and has been a Plan  Participant for 5 years,
   and written notice is give 2 years in advance.
4. Added  the  ability  to  receive  disbursement  of funds in cash for the cash
   portion of the Plan and in stock for the stock portion of the Plan.
5. Revised the Administration portion of the Plan to bring it in line with
   the current Code.
6. Added Change in Control language to the Plan.