Board of Director
                            -----------------
                Non-Qualifying Stock Option (NSO) Agreement
                -------------------------------------------
                   for Elected and Bonus Stock Options
                   -----------------------------------
                                  Option No.: 10

                                  Number of Elected Options: 4,246 NSO's
                                  Number of Bonus Options:     850 NSO's
                                  Total Options Granted:     5,096 NSO's
                                  Exercise Price:  $ 31.69 per share


This Option Agreement ("Agreement") is entered into as of the 1st day of
January, 2001, between FirstEnergy Corp. ("FE"), and ______________
("Optionee") and is in lieu of the Board of Directors retainer fee.


SECTION ONE - AWARD

The Board of Directors ("Directors") of FE adopted the FE Executive and
Director Incentive Compensation Plan ("Plan") on February 17, 1998.  The
Plan was subsequently approved by the common stock shareholders on April
30, 1998, and became effective May 1, 1998.  According to the terms of the
Plan, the Optionee shall receive, as of the above date, the number of
Options ("Options") to purchase shares of FE Common Stock ("Shares"), at
the above price, based upon the Optionee's elections indicated on the
Election Form signed by the Optionee on November 20, 2000.

All grants are considered NSO's, not subject to the provisions of section
422 of the Code.


SECTION TWO - GENERAL TERMS

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

Options Accrued

All Options granted are earned in 2001 in 10% increments for each month
served not to exceed 100%.  A full month's credit will be given for time
served after the first of the month.

All Bonus options become fully vested after the director has served four
(4) years from the date of this grant, subject to the same restrictions as
the grant.

Exercise of Options

These Options will become exerciseable as of January 1, 2005, which is
four (4) years after the grant unless it becomes exerciseable prior to
that date due to termination from the Board.

Expiration

These Options expire on December 31, 2011 at 2:00 PM, Akron Time, unless
the Options expire earlier due to termination from the Board  (or 2:00 PM
on the last business day prior to such date, if the date falls on a
Saturday, Sunday, or other day when the FirstEnergy General Office is
closed).

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<TABLE>
Termination from the Board
<CAPTION>
   Event of Optionee             Vesting             When Options Expire          Further Information
   -----------------             -------             -------------------          -------------------
<S>                       <C>                      <C>                         <C>
Retirement                Vesting continues per    Options expire on           As defined by the Board
                          vesting schedule         January 1, 2011             on November 7, 1997

Disability                Vesting continues per    Options expire on           As defined under
                          vesting schedule         January 1, 2011             Internal Revenue Code
                                                                               Section 22(3)(3)

Death, including death    100% vesting on date     All options expire          Shares exercisable by
after disability,         of death                 the earlier of one          the beneficiary (per
retirement, or resigna-                            year after date of          Article 12 of the
tion before January 1,                             death or expiration         Plan, or by will or
2005                                               of the grant                by the laws of descent
                                                                               and distribution)

Death after January 1,    Vesting stops upon date  All unvested options are
2005 for any reason       you leave Board          immediately forfeited
other than disability,                             back to the Company.
retirement, or For Cause                           All vested options expire
                                                   the earlier of one year
                                                   after you leave the Board
                                                   or 90 days after death, if
                                                   such death occurs prior to
                                                   one year after termination,
                                                   or the expiration of the
                                                   grant
Termination For Cause     Vesting stops upon date  All vested and unvested     Termination for Cause
                          you leave Board          options are immediately     is defined in section
                                                   forfeited back to the       2.1.6 of the Plan
                                                   Company
Other Termination,        Vesting stops upon date  All unvested options
including resignation     you leave Board          are immediately
before January 1, 2005                             forfeited back to the
                                                   Company.  All vested
                                                   options expire the earlier
                                                   of 90 days after you leave
                                                   the Board or expiration of
                                                   the grant

Other Termination,        Vesting stops upon date  All unvested options
including resignation      you leave Board         are immediately forfeited
after January 1, 2005                              back to the Company. All
                                                   vested options expire the
                                                   earlier of one year after
                                                   you leave the Board or
                                                   expiration of the grant

</TABLE>


Change in Control

In the event of a Change in Control (as defined in Section 2.1.7 of the
Plan), all options under this Agreement become immediately exerciseable as
of the date of the Change in Control.


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<PAGE>


Effect on the Board  Relationship

Nothing in this Agreement guarantees Board membership with FE, nor does it
confer any special rights or privileges to the Optionee.

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 Compensation Committee ("Committee") of
the Board of Directors of FE will adjust the number and class of
securities in this option in a manner determined appropriate to prevent
dilution or diminution of the Option under this Agreement.

Forfeiture

1.  All Options not earned in 2001 are immediately forfeited back to the
    Company upon termination from the Board.

2.  All  Bonus Options granted are forfeited back to the Company upon
    termination from the Board for any reason other than retirement,
death,
    or disability prior to January 1, 2005.

Administration

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

2.  The terms and conditions of this Option may be modified by the
    Committee:
    a)  in any case permitted by the terms of the Plan or this Option,
    b)  with the written consent of the Optionee, or
    c)  without the consent of the Optionee if the amendment is either not
        adverse to the interests of the Optionee or is required by law.

3.  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.

4.  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.

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

6.  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.

SECTION THREE - METHODS OF EXERCISING THE OPTION

Notification  to Exercise

To exercise an option, the Optionee must submit to the Administrator of
the Plan the information below either on a form provided by FE, a broker
form, or on a blank sheet of paper:
1.  Number of shares being purchased,
2.  The grant price,
3.  The form of payment,


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<PAGE>

4.  A statement of intention to exercise,
5.  The signature of the Optionee, (or legal representative in the case of
    death or disability), and
6.  Any representations or disclosures required by any applicable
    securities law.

Method of Payment

Payment for the transaction and associated brokerage fees may be made
through the following methods:

1.  Cash Exercise -- Delivering cash equal to the cost of the exercise.

2.  Stock Swap Exercise -- Surrendering certificates of FE stock
previously
    acquired having a Fair Market Value at the time of the exercise equal
    to the amount of the exercise, along with a small amount of cash, not
    to exceed the price of one (1) share of stock.

3.  Cashless Exercise - Using the net proceeds from the immediate sale of
    stock to pay for the exercise of the Option, as directed in the
written
    notification to exercise the option.

4.  A combination of any of the above based upon Plan administrative
rules.

Withholding Tax

Though taxes are the responsibility of the Optionee, FE shall have the
right to deduct, withhold, or require the Optionee to surrender an amount
sufficient to satisfy federal (including FICA and Medicare), state, and/or
local taxes required by law to be withheld for any exercise.

SECTION FOUR - TRANSFER OF OPTION

The Option is not transferable during the life of the Optionee. Only the
Optionee shall have the right to exercise an option, unless deceased, at
which time the option may be exercised by Optionee's beneficiary  (as
described in Article 12 of the Plan or by will or by the laws of descent
and distribution).


                              FirstEnergy Corp.



                             By ---------------------------
                                    Corporate Secretary



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



    -------------------------              ----------------
      (Signature of Optionee)                   (Date)



(This is XXX's Ynd grant under the Stock Option Program.)
Director's Stock Option Agreement
01/11/01


                           - 4 -

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