REVISED NOV. 19, 2002

                                FIRSTENERGY CORP.

                           DEFERRED COMPENSATION PLAN

                              FOR OUTSIDE DIRECTORS



                                   1. GENERAL

          1.1 Preamble. The FirstEnergy Corp. Deferred Compensation Plan for
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Outside Directors (the "Plan") was initially established on December 31, 1997 as
the FirstEnergy Corp. Deferred Compensation Plan for Directors. The Ohio Edison
Company Deferred Compensation Plan for Directors was merged into the Plan
effective as of December 31, 1997 and the Centerior Energy Corporation Deferred
Compensation Plan for Directors was merged into the Plan effective as of January
1, 2000. This restatement of the Plan is effective November 7, 2001 and
supersedes all prior versions of this Plan and all prior arrangements and
understandings regarding the deferral of fees by Directors.

          1.2 Purpose. The purpose of this Plan is to provide a benefit to
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Directors by giving them the opportunity to defer certain fees in accordance
with the provisions of the Plan. The Plan is also intended to advance the
interests of FirstEnergy Corp. and its Affiliates by providing a benefit which
attracts and retains the services of qualified persons who are not employees of
FirstEnergy Corp. or its Affiliates to serve as Directors.

          1.3 Status under Laws. The Plan does not provide benefits to employees
              -----------------
of the Company or any Affiliate and, accordingly, is not subject to the
provisions of the Employee Retirement Income Security Act. The Plan shall be
unfunded for purposes of the Internal Revenue Code and is not intended to
qualify under Internal Revenue Code Section 401(a).

          1.4 Definitions. As used in the Plan, the following terms shall have
              -----------
the following meanings:

              (a) "Accounts" means bookkeeping accounts maintained on behalf of
                  each Participant and includes a Participant's Deferred Fee
                  Account, Transfer Account and such other accounts as may be
                  established in accordance with the directions of the
                  Committee.

              (b) "Administrator"  means the Committee or such other person
                  selected by the Board to administer  the Plan.

              (c) "Affiliate" means a member of the affiliated group of
                  corporations (as defined in Section 1504 of the Internal
                  Revenue Code and the


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                  regulations thereunder) that includes the Company which elects
                  to participate in this Plan in accordance with Section 9.4 and
                  whose participation is approved by the Company.

              (d) "Appeals Committee" means the committee appointed by the Board
                  to review claims denied by the Committee and to have such
                  other discretionary powers and duties as provided by Section
                  8.3.

              (e) "Beneficiary" means one or more persons, trust, estates or
                  other entities, designated in accordance with Article 5, that
                  are entitled to receive benefits under this Plan upon the
                  death of a Participant. A Beneficiary is a general unsecured
                  creditor of the Company or of the Affiliate which maintains
                  the Accounts and provides any benefits under this Plan.

              (f) "Board" means the board of directors of the Company.

              (g) "Bonus  Credit"  means an amount  credited  to a
                  Participant's  Account as  provided  in  Section 3.5(b)(1).

              (h) "Change in Control" means any of the following:

                  (1)  The acquisition by any Person (as such term is used in
                       Section 13(d) or 14(d) of the Securities Exchange
                       Act of 1934 (the "Exchange Act"), as amended) of
                       beneficial ownership (within the meaning of Rule 13d-3
                       promulgated under the Exchange Act)of fifty percent (50%)
                       or more (twenty five percent (25%) if such Person
                       proposes any individual for election to the Board or any
                       member of the Board is a representative of such Person)
                       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 (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 (collectively "Reorganization") if,
                       following such Reorganization the conditions described in

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                       clauses (i), (ii), and (iii) of paragraph (3) of this
                       Subsection (h) are satisfied; or

                  (2)  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 (as such terms are used in Rule 14a 11 of
                       Regulation 14A promulgated under the Exchange Act) or
                       other actual or threatened solicitation of proxies or
                       consent by or on behalf of a Person other than the Board;
                       or

                  (3)  Approval by the shareholders of the Company of a
                       Reorganization, unless, following such Reorganization (i)
                       more than seventy-five percent (75%) of, respectively,
                       the then outstanding shares of common stock of the
                       corporation resulting from such Reorganization 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 in substantially
                       the same proportions as their ownership, immediately
                       prior to such Reorganization of the Outstanding
                       Company Common Stock and Outstanding Company Voting
                       Securities, as the case may be, (ii) no Person (excluding
                       the Company, any holding company formed by the
                       Company to become the parent of the Company, any employee
                       benefit plan (or related trust) of the Company or such
                       corporation resulting from such Reorganization and any
                       Person beneficially owning, immediately prior to such
                       Reorganization directly or indirectly, twenty-five
                       percent (25%) or more of, respectively, the Outstanding
                       Company Common Stock, or Outstanding Voting
                       Securities, as the case may be) beneficially owns,
                       directly or indirectly, twenty-five percent (25%) or more
                       of, respectively, the then

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                       outstanding shares of common  stock of the corporation
                       resulting from such Reorganization 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 were members of the Incumbent Board
                       at the time of the execution of the initial agreement
                       providing for such Reorganization; or

                  (4)  Approval by the shareholders of the Company of (i) a
                       complete liquidation or dissolution of the Company or
                       (ii) the sale or other disposition of all or
                       substantially all of the assets of the Company, other
                       than to a corporation, with respect to which following
                       such sale or other disposition, (A) more than
                       seventy-five percent (75%) of, respectively, the then
                       outstanding shares of common stock of such corporation
                       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 sale
                       or other disposition in substantially the same proportion
                       as their ownership, immediately prior to such sale or
                       other disposition, of the Outstanding Company Common
                       Stock and Outstanding Company Voting Securities, as the
                       case may be, (B) no Person (excluding the Company, any
                       holding company formed by the Company to become the
                       parent of the Company and any employee benefit plan (or
                       related trust) of the Company or such corporation and any
                       Person beneficially owning, immediately prior to such
                       sale or other disposition, directly or indirectly,
                       twenty-five percent (25%) or more of the Outstanding
                       Company Common Stock or Outstanding Company Voting
                       Securities, as the case may be) beneficially owns,
                       directly or indirectly, twenty-five percent (25%) or more
                       of, respectively, the then outstanding shares of common
                       stock of such corporation and the combined voting power
                       of the then outstanding voting securities of such
                       corporation entitled to vote generally in the election of
                       directors and (C) at least a majority of the members of
                       the board of directors of such corporation were members
                       of the Incumbent Board at the time of the execution of
                       the initial agreement or

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                       action of the Board providing for such sale or other
                       disposition of assets of the Company.

                  A Change in Control may occur only with respect to the
                  Company. A change in ownership of common stock of an Affiliate
                  or subsidiary, change in membership of a board of directors of
                  an Affiliate or subsidiary, the sale of assets of an Affiliate
                  or subsidiary, or any other event described in this Subsection
                  (h) that occurs only with respect to an Affiliate or
                  subsidiary does not constitute a Change in Control.

              (i) "Committee" means the Compensation Committee of the Board.

              (j) "Company" means FirstEnergy Corp.

              (k) "Corporate Secretary" means the Corporate Secretary of
                  FirstEnergy Corp.

              (l) "Default" means a failure by the Company or Affiliate to
                  contribute to the Trust, within thirty (30) days of
                  receipt of written notice from its trustee, any of the
                  following amounts:

                  (1)  The full amount of any insufficiency in assets of the
                       Trust or any subtrust of the Trust that is required to
                       pay any Plan benefit payable by the trustee pursuant to
                       directions by the Committee or disputed by the Committee
                       after a Special Circumstance and determined by the
                       trustee to be payable; or

                  (2)  Any  contribution  which is then  required  to be made by
                       the Company or  Affiliate  to the Trust or any subtrust
                       of the Trust.

                  If, after the occurrence of a Default, the Company or
                  Affiliate at any time cures such Default by contributing to
                  the Trust all amounts which are then required under
                  paragraphs (1) and (2) above, it shall then cease to be deemed
                  that a Default has occurred or that a Special Circumstance has
                  occurred by reason of such Default.

              (m) "Deferred Fee Account" means a bookkeeping account established
                  by the Company or a Affiliate which maintains record of
                  deferred Director's Fees including expenses and earnings. All
                  amounts credited to a Director's Deferred Fee Account shall
                  constitute a general, unsecured liability of the Company or of
                  the Affiliate for which the Director serves when Director's
                  Fees are deferred.

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              (n) "Deferred Stock Fund" means an Investment Fund which is deemed
                  to be invested in FirstEnergy Corp. common stock.

              (o) "Director" means a member of the Board, a member of the board
                  of directors of any Affiliate and any individual designated as
                  a Director by the committee incident to a merger of or
                  acquisition by the Company of an Affiliate. A Director may not
                  be an employee of the Company or any Affiliate.

              (p) "Director's  Fees"  means  the  equity  retainer  fees,  cash
                  retainer fees, meeting  fees, and chairperson  fees  payable
                  for services as a Director whether payable in cash or in
                  equity instruments.

              (q) "Disability"  means a period of disability  during which the
                  Participant is unable to engage in any substantial gainful
                  activity by reason of any medically  determinable physical or
                  mental impairment which can be  expected  to result in death
                  or which  has  lasted or can be  expected  to last for a
                  continuous period of not less than twelve (12) months or such
                  other  period of  disability  as defined in Internal  Revenue
                  Code Section  22(e)(3).  A  Participant  shall not be
                  considered to be Disabled  unless he or she furnishes proof of
                  the existence of Disability in the form and manner as
                  required by the Committee.

              (r) "Investment Fund" means an investment fund in which Accounts
                  may be deemed to be invested. An Investment Fund may be any
                  open-ended fund, closed-end fund, a fund which is deemed to be
                  invested in a particular stock or other investment, or a fund
                  which credits a fixed or variable interest rate determined by
                  the Committee.

              (s) "Participant" means a Director or former Director who is owed
                  a benefit under this Plan. A Participant is a general
                  unsecured creditor of the Company or of the Affiliate which
                  maintains the Accounts and provides any benefits under
                  this Plan.

              (t) "Plan" means the FirstEnergy Corp. Deferred Compensation Plan
                  for Outside Directors. (u) "Plan Year" means the period
                  beginning on each January 1 and ending on the following
                  December 31.

              (v) "Potential Change in Control" means any of the following:

                  (1)  Any Person (as defined in Section 13(d)(3) of the
                       Exchange Act) other than a trustee or other fiduciary
                       holding securities under an employee benefit plan of
                       the Company,

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<PAGE>



                       delivers to the Company a statement containing the
                       information required by Schedule 13 D under the Exchange
                       Act, or any amendment to any such statement (or the
                       Company becomes aware that any such statement or
                       amendment has been filed with the Securities and Exchange
                       Commission pursuant to applicable Rules under the
                       Exchange Act), that shows that such Person has acquired,
                       directly or indirectly, the beneficial ownership of (i)
                       more than twenty percent (20%) of any class of equity
                       security of the Company entitled to vote as single
                       class in the election or removal from office of
                       directors, or (ii) more than twenty percent (20%) of the
                       voting power of any group of classes of equity
                       securities of the Company entitled to vote as a single
                       class in the election or removal from office of
                       directors;

                  (2)  The Company becomes aware that preliminary or definitive
                       copies of a proxy statement and information  statement or
                       other information have been filed with the Securities and
                       Exchange  Commission  pursuant to Rule 14a-6, Rule 14c-5,
                       or Rule 14f-1 under the Exchange Act relating to a
                       Potential  Change in Control of the Company;

                  (3)  Any Person  delivers to the Company  pursuant to Rule
                       14d-3 under the Exchange Act a Tender Offer  Statement
                       relating to Voting  Securities  of the  Company  (or the
                       Company  becomes aware that any such statement has been
                       filed with the  Securities  and Exchange  Commission
                       pursuant to applicable Rules under the Exchange Act);


                  (4)  Any Person (other than the Company)  publicly  announces
                       an intention to take actions which if consummated would
                       constitute a Change in Control;

                  (5)  The Company  enters into an  agreement  or  arrangement,
                       the consummation of which would result in the occurrence
                       of a Change in Control;

                  (6)  The Board approves a proposal, which if consummated would
                       constitute a Change in Control; or

                  (7)  The Board adopts a resolution to the effect that, for
                       purposes of this Trust Agreement, a Potential Change in
                       Control has occurred.

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<PAGE>


                       Notwithstanding the foregoing, a Potential Change in
                       Control shall not be deemed to occur as a result of any
                       event described in paragraphs (1) through (6) above,
                       if a number of  directors  (who were serving on the Board
                       immediately  prior to such event and who  continue  to
                       serve on the Board)  equal to a majority of the members
                       of the Board as constituted  prior to such event
                       determines that the event shall not constitute a
                       Potential Change in Control.

                       If a Potential  Change in Control  ceases to exist for
                       any reason except for the occurrence  of a Change in
                       Control, it shall  then  cease to be deemed  that a
                       Potential  Change in Control has occurred as a result of
                       any event  described in paragraphs (1) through (7) above,
                       or that a Special Circumstance has occurred by reason of
                       such Potential Change in Control.

                       A Potential Change in Control may occur only with respect
                       to the  Company.  A change in ownership of common  stock
                       of an  Affiliate or  subsidiary,  change in
                       membership  of a board of directors of an Affiliate or
                       subsidiary,  the sale of assets of an  Affiliate  or
                       subsidiary,  or any other event  described  in this
                       Subsection (v) that occurs only with respect to an
                       Affiliate or subsidiary  does not constitute a Change in
                       Control.

              (w) "Retirement" means severance of all directorships  with
                  the Company and all  Affiliates by a Participant on or
                  after the attainment of age sixty-nine  (69) or at such
                  earlier age as approved by the Committee.

              (x) "Separation"  means  severance  of all  directorships
                  with the Company and all Affiliates by a Participant.

              (y) "Special Circumstance" means a Change in Control, a
                  Potential Change in Control, or a Default.

              (z) "Transfer Account" means a bookkeeping account
                  established by the Company or an Affiliate which
                  maintains record of deferred Directors' Fees transferred
                  from another plan including expenses and earnings. All
                  amounts credited to a Directors' Transfer Account shall
                  constitute a general, unsecured liability of the Company
                  or of the Affiliate for which the Director serves.

              (aa)"Trust" means the FirstEnergy Corp. Trust for Outside
                  Directors.

              (bb)"Year of Service" means a period of time commencing on a
                  date during a calendar year and ending on the day
                  immediately preceding such date in the subsequent
                  calendar year throughout which an individual serves as a
                  Director. A Year of Service shall


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                  commence for specified purposes such as vesting of the
                  Bonus Credit under Section 3.5(b)(2) on the date as set
                  forth in the Plan.



                                  2. DEFERRALS

          2.1 Written Election to Defer Fees. Any Director 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  Director's
Fees earned for services  performed  during the calendar years  following his or
her election to defer.


          2.2 Election During First Year of Becoming a Director. Any person who
              -------------------------------------------------
becomes a Director and 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 earned for services performed during the balance of the calendar
year  following  his or her  election  to defer and during  succeeding  calendar
years.


          2.3 Election Irrevocable. 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 calendar year to which the termination applies.

          2.4 Transfers from Other Plans. If permitted by the Committee and the
          --- --------------------------
provisions of this Plan, a Director may transfer his or her benefits from
another nonqualified plan to this Plan as provided in this Section.


              (a) An individual  who was a member of a board of directors of a
              ---
                  corporation  which is merged into the Company, who was not an
                  employee of such corporation,  who is not an employee of the
                  Company or any Affiliate,  and who is  either  selected  to
                  serve  as a member  of the  Board or  designated  as a
                  Director with respect to the Company  for  purposes  of this
                  Plan by the  Committee  may elect to transfer his or her
                  benefit under a nonqualified plan sponsored by the corporation
                  merged into the Company. Any account balance  transferred
                  shall be credited to a Transfer Account  established and
                  maintained under this Plan and shall be a liability of the
                  Company. Any other benefit transferred shall be identified in
                  Attachment 2.4.

              (b) An  individual  who was a member of a board of  directors of a
              ---
                  corporation  which is merged into a Affiliate  or  which  is
                  acquired and becomes a  Affiliate,  who  was not an  employee
                  of such corporation,  who is not an employee of the Company or
                  any  Affiliate and who is either a member of the board of
                  directors of a Affiliate  after such merger or acquisition or
                  designated as a


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<PAGE>


                  Director with respect to an Affiliate  for purposes of this
                  Plan by the  Committee may elect to transfer
                  his or her benefit under a nonqualified  plan sponsored by the
                  corporation  merged into an Affiliate or acquired by the
                  Company.  Any account balance transferred  shall be credited
                  to a Transfer Account established  and  maintained  under this
                  Plan and shall be a liability of the Affiliate  into which
                  the corporation is merged or which the corporation  becomes.
                  Any other benefit  transferred  shall be identified in
                  Attachment 2.4.

              (c) Any balance transferred 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 plan from which the
                  benefit is transferred shall continue to be effective
                  under this Plan unless such elections are amended or changed
                  under the terms of this Plan.

              (d) Provisions regarding such transfers shall be established by
              ---
                  the Committee and shall be set forth in Attachment 2.4 of this
                  Plan.



                        3. ACCOUNTS AND INVESTMENT FUNDS

          3.1 Deferred Fee Account. Any Director's Fees earned and deferred
              --------------------
while  serving as a member of the Board  shall be credited by the Company to the
Participant's  Deferred Fee Account established and maintained by the Company as
of the date the Director's Fees would otherwise be payable.  Any Director's Fees
earned while serving as a member of the board of directors of a Affiliate  shall
be  credited  by  the  Affiliate  to  the  Participant's  Deferred  Fee  Account
established  and maintained by such Affiliate as of the date the Director's Fees
would otherwise be payable.


          3.2 Transfer Account. Any account balances transferred to this Plan
              ----------------
pursuant to Section 2.4 shall be credited to the Participant's  Transfer Account
established and maintained by the Company or the applicable Affiliate.

          3.3 Other Accounts and Subaccounts. The Committee may establish such
              ------------------------------
other Accounts and  subaccounts as it may deem necessary for the  administration
of the Plan including  subaccounts where the Participant has specified different
methods of  payment,  or where  necessary  to maintain  the vested  portion of a
Participant's  Account.  Such  Accounts  and  subaccounts  shall be  credited in
accordance with procedures adopted by the Committee.

          3.4 Investment Funds. A Participant's Accounts shall be adjusted for
              ----------------
gains and losses as if the Accounts held assets and such assets were invested in
one or more Investment Funds selected by the Committee.  The Investment Funds in
which a Participant  is deemed to be invested  shall be determined in accordance
with Section 3.5. The Committee  shall

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<PAGE>



have sole discretion in the selection,  number and types of Investment Funds for
this Plan and may change or eliminate  Investment Funds from time to time in its
sole discretion.

          3.5 Credits to Investment Funds. The Committee shall credit Director's
              ---------------------------
Fees deferred  under this Plan and  transferred  from another plan to Investment
Funds in accordance with this Section unless other rules for transferred amounts
are set forth in Attachment 2.4.

              (a) Rules and Limitations Regarding Deferrals and Transfers.

                  (1)  Equity Retainer Fees and Transfers Distributable only in
                       Stock. Equity retainer fees that are deferred under this
                       Plan and any account balance transferred directly to
                       this Plan from another plan in accordance with Section
                       2.4 where such account balance may only be distributed in
                       stock from the other plan upon an event permitting
                       distribution and such stock has been or is to be
                       exchanged for common stock of FirstEnergy Corp. under a
                       plan of merger with the Company shall be credited to the
                       Deferred Stock Fund.

                  (2)  All Other Deferred Director's Fees and Transfers. Unless
                       and until another procedure is established by the
                       Committee for designation of Investment Funds, a
                       Participant may direct that all deferred Director's Fees
                       and transfers except those Director's Fees and transfers
                       identified in Section 3.5(a)(1) shall be deemed to be
                       invested in any one or more of the Investment Funds
                       selected by the Committee. In the event a Participant
                       does not direct the Investment Funds in which his or her
                       Accounts are deemed to be invested, the deferrals and
                       transfers shall be deemed to be invested in an Investment
                       Fund that reflects the investment performance of a
                       money market fund selected by the Committee.

              (b) Rules and Limitations Regarding Bonus Credit.

                  (1)  Bonus Credit. At the time Director's Fees except equity
                       retainer fees are initially deferred under this Plan and
                       credited for investment into the Deferred Stock Fund, the
                       amount of cash retainer fees, meeting fees or chairperson
                       fees credited to the Deferred Stock Fund shall be
                       increased by a Bonus Credit equal to twenty percent (20%)
                       of such Director's Fees credited to the Deferred
                       Stock Fund. Any account balance transferred to this Plan
                       from another plan in accordance with Section 2.4 that may
                       be credited to the Deferred Stock Fund shall not be
                       increased by the Bonus Credit.


                                                                           11

<PAGE>

                  (2)  Vesting of Bonus Credit. A Participant shall be fully
                       vested in his or her Bonus Credit if he or she has three
                       (3) Years of Service from the date the Bonus Credit is
                       credited to the Participant's Account. In addition, a
                       Participant shall be fully vested in his or her Bonus
                       Credit if he or she incurs a Separation upon death,
                       Retirement, or Disability. Furthermore, a Participant
                       shall be fully vested in the Bonus Credit and all
                       associated earnings upon a Special Circumstance.

                  (3)  Forfeiture of Bonus Credit. If a Participant incurs a
                       Separation, takes an accelerated distribution under
                       Section 4.3 or withdraws a portion of his Accounts under
                       Section 4.4, and the Bonus Credit has not been credited
                       to the Deferred Stock Fund for a minimum of three (3)
                       Years of Service from the date of crediting such amount
                       to the Account until the date of Separation, accelerated
                       distribution or withdraw, the Director shall forfeit all
                       Bonus Credits not fully vested in accordance with Section
                       3.5(b)(2)

              (c) Rules and Limitations Regarding Transfers Among Investment
                  Funds.

                  (1)  Deferred Stock Fund. No amount credited to the Deferred
                       Stock Fund may be transferred and credited to any other
                       Investment Fund, and no amount credited to an Investment
                       Fund other than the Deferred Stock Fund may be
                       transferred and credited to the Deferred Stock Fund.

                  (2)  All Other Investment Funds. Any amount credited to an
                       Investment Fund other than the Deferred Stock Fund may be
                       transferred and credited to any other Investment Fund
                       except the Deferred Stock Fund at the direction of the
                       Participant.

              (d) Investment Fund Performance. The earnings and losses of each
                  Investment Fund shall be determined by the Committee, in its
                  reasonable discretion, based on the performance of the
                  Investment Funds themselves. The balance of a Participant's
                  Accounts shall be credited or debited on a daily basis based
                  on the performance of each Investment Fund in which a
                  Participants' Accounts are deemed to be invested, such
                  performance and the crediting of such performance being
                  determined by the Committee in its sole discretion.


                                                                           12
<PAGE>

              (e) Committee Procedures. The Committee may establish such rules
                  and procedures as it determines to be appropriate for the
                  crediting of deferrals and transfers to Investment Funds, for
                  transfers among Investment Funds and for crediting earnings
                  and losses of an Investment Fund.

          3.6 Reporting. The Company shall provide a statement to each Director
              ---------
who has any amount credited to his or her Accounts at least annually.



                             4. PAYMENT TO DIRECTOR

          4.1 Distribution Payment. A Participant's Accounts shall be paid to
              --------------------
the Participant in cash,  either in a lump sum or in annual  installments over a
period not to exceed ten (10) years  except  that  payment of the balance of the
Deferred  Stock Fund to the  Director  shall be paid in the form of  FirstEnergy
Corp. common stock.

          4.2 Distribution  Election. A Participant's  Accounts shall be
              ----------------------
distributed upon  Retirement,  Disability or other Separation in accordance with
the elections on file with the Committee.

              (a) Initial Distribution Election. A Participant, in connection
                  with his or her commencement of participation in the Plan,
                  shall select the form of distribution payment to be made by
                  the Plan.

              (b) Distribution Election of Transfer Amounts. Any elections made
                  with respect to benefits transferred from another nonqualified
                  plan shall be paid and distributed in accordance with the
                  elections made by the Participant under such plan and such
                  election shall continue to be in effect under this Plan
                  unless the Participant submits new elections to the Committee
                  under the provisions and procedures of this Plan.

              (c) Amendment of Distribution Election. A Participant may change
                  his or her distribution election by filing a new superseding
                  designation with the Company at any time prior to the 120 day
                  period ending on the day prior to the day on which the
                  Participant is entitled to distribution under this Plan. If a
                  Participant requests any change in the date of the
                  distribution of his Deferred Stock Fund, the request must
                  be approved by the Committee.

              (d) Time of Payment. Payment(s) shall be made on or commencing
                  with the January 1 next following the day the Participant
                  ceases to be a Director unless prior to the 120 day period
                  ending on the day prior to the day on which the Participant is
                  entitled to distribution under this Plan, the Participant
                  designates a later payment or


                                                                            13
<PAGE>

                  commencement date (not later than the January 1 next following
                  the day he or she attains age 72, or his date of Retirement if
                  later).

          4.3 Accelerated Distribution. A Participant may at any time request an
              ------------------------
accelerated distribution of his or her Accounts, subject to a ten percent (10%)
penalty and, if applicable, forfeiture of the Bonus Credit and associated deemed
earnings described above if the Bonus Credit is not fully vested as provided by
Section 3.5(b)(3). The ten percent (10%) penalty is imposed after any forfeiture
of the Bonus Credit and associated deemed earnings. Such a request must be made
in writing, in a form and manner specified by the Committee. If the request is
approved by the Committee, the Company will distribute to the Participant the
entire balance of his or her Accounts minus any forfeitures and minus the ten
percent (10%) penalty as a lump sum within ninety (90) days after the end of the
month in which the Committee receives the request. Such distribution shall
completely discharge the Company and the applicable Affiliate from all liability
with respect to the Participant's Accounts. If the Participant is an active
Director, the Participant 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.

          4.4 Withdrawal. A Participant who has deferred Director's Fees under
              ----------
this Plan for five (5) full  years may  request  to  withdraw  a portion  of the
amounts  credited  to his or her  Accounts  subject to  forfeiture  of the Bonus
Credit  and  associated  deemed  earnings  and  losses as  provided  by  Section
3.5(b)(3). The requisite full years of deferral to request a withdrawal need not
be consecutive but may be  intermittent.  Amounts credited to the Deferred Stock
Fund will be  distributed  only after amounts  credited to all other  Investment
Funds are distributed. 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 year in which
it is made unless, prior to payment, the Participant separates from the Board or
the board of directors of an Affiliate,  or a Special  Circumstance  occurs.  In
these  instances,  the request will become null and void and the Account Balance
will be  paid as  elected  by the  Participant  pursuant  to  Section  4.2 or as
provided  in Section  4.5. If the  request is  approved  by the  Committee,  the
Company  will  distribute  to the  Director  the balance of his or her  Accounts
except the  portion  credited  to the  Deferred  Stock Fund as a lump sum within
ninety (90) days after the end of the month in which the Committee  receives the
request  and will  distribute  to the  Director  the  balance of his or Accounts
credited to the Deferred Stock Fund minus any  forfeitures in FirstEnergy  Corp.
common stock in an administratively reasonable period of time.

          4.5 Special Circumstance. In the instance of a Special Circumstance,
              --------------------
all balances in  Investment  Funds other than the  Deferred  Stock Fund shall be
paid out immediately in cash as a lump sum and the balance of the Deferred Stock
Fund  shall  be   distributed   in   FirstEnergy   Corp.   common  stock  in  an
administratively  reasonable  period of time. A Participant may elect to receive
distribution  from this Plan in a distribution  payment  otherwise  permitted by
this  Plan if such  election  is made more  than 120 days  prior to the  Special
Circumstance.


                                                                            14
<PAGE>


                                 5. BENEFICIARY

          5.1 Beneficiary Designation. Each Participant shall have the right, at
              -----------------------
any time,  to  designate  his or her  Beneficiary(ies)  to receive any  benefits
payable  under the Plan upon the death of a  Participant.  A  Participant  shall
designate  his or her  Beneficiary  by  completing  and  signing  a  Beneficiary
designation form and returning it to the Committee.  The Participant  shall also
designate  the time and the manner of payment to the  Beneficiary,  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.  Amounts  credited to the Deferred  Stock Fund shall be distributed in
FirstEnergy Corp. common stock in an administratively reasonable period of time.
In the event the Participant designates  distribution in the form of two or more
annual  payments,  a pro rata portion shall be distributed  from each Investment
Fund in which the Participant's Accounts are credited.

          5.2 Change of Beneficiary. A Participant shall have the right to file
              ---------------------
a new  Beneficiary  designation  form.  Upon  acceptance  of a  new  Beneficiary
designation  form,  all  Beneficiary  designations  previously  filed  shall  be
cancelled as of the date of the new Beneficiary designation form.

          5.3 Payment of Benefit upon Death. Upon the death of a Participant
              -----------------------------
prior to the  distribution of the entire balance  credited to the  Participant's
Accounts  shall be paid to the  Beneficiary or  Beneficiaries  designated by the
Participant in writing filed with the Committee. In the event that a Participant
fails to designate a Beneficiary or, if all designated  Beneficiaries predecease
the  Participant  or die prior to  complete  distribution  of the  Participant's
benefits,  then the Participant's  benefits under this Plan shall be distributed
to his or her surviving spouse. If the Participant has no surviving spouse,  the
benefits  remaining  under the Plan to be paid shall be paid to the  executor or
personal representative of the Participant's estate.

                                 6. ASSIGNMENT

         Except to the extent that a Participant 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 or benefits under this Plan
shall be assignable or transferable, or subject to encumbrance or charge of any
nature.

                               7. ADMINISTRATION

          7.1 Administration by Committee. Unless another Administrator is
              ---------------------------
selected by the Board, this Plan shall be administered by the Committee.  Except
as  otherwise  provided  by action of the Board 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

                                                                            15
<PAGE>


members  present,  or, without a meeting,  by an instrument in writing signed by
all  members of the  Committee.  A  Committee  member may not vote on any matter
which directly affects only his or her benefit under the Plan.


          7.2 Powers of Administrator. The Administrator shall have the full
              -----------------------
discretion  and authority to administer  the Plan  including the  discretion and
authority  to  construe,   interpret,   and  apply  this  Plan,  and  to  render
nondiscriminatory  rulings or determinations.  All questions regarding the Plan,
as  well  as  any  dispute  over  accounting  or  administrative  procedures  or
interpretation  of the Plan,  shall be  resolved at the sole  discretion  of the
Administrator.  Constructions,  interpretations,  and decisions of the Committee
shall be conclusive  and binding on all persons.  The  Administrator  shall also
have the discretion  and authority to make,  amend,  interpret,  and enforce all
appropriate  rules and  regulations  for the  administration  of this Plan.  Any
individual  serving on the Committee who is a Participant  shall not vote or act
on any matter relating solely to himself or herself. When making a determination
or calculation, the Committee shall be entitled to rely on information furnished
by a Participant or the Company.

          7.3 Delegation. The Committee may delegate all or any duties,
              ----------
discretions and responsibilities under this Plan to the Corporate Secretary.


                                   8. CLAIMS

          8.1 Any  Participant or Beneficiary  of a deceased  Participant  (such
Participant or Beneficiary  being referred to below as a "Claimant") may deliver
to the Committee a written claim for a determination with respect to the amounts
distributable  to such  Claimant  from the Plan.  If such a claim relates to the
contents  of a notice  received by the  Claimant,  the claim must be made within
sixty (60) days after such notice was received by the Claimant. All other claims
must be made  within  180 days of the date on which the event  that  caused  the
claim  to  arise  occurred.   The  claim  must  state  with   particularity  the
determination desired by the Claimant.

          8.2 The  Committee  shall  consider  a  Claimant's   claim  within  a
reasonable  time, but no later than ninety (90) days after  receiving the claim.
If the Committee determines that special  circumstances  require an extension of
time  for  processing  the  claim,  written  notice  of the  extension  shall be
furnished to the Claimant  prior to the  termination  of the initial ninety (90)
day period. In no event shall such extension exceed a period of ninety (90) days
from the end of the initial  period.  The  extension  notice shall  indicate the
special  circumstances  requiring an extension of time and the date by which the
Committee  expects to render the  benefit  determination.  The  Committee  shall
notify the Claimant in writing:

              (a) that the Claimant's  requested  determination has been made,
                  and that the claim has been allowed in full; or

              (b) that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:


                                                                            16
<PAGE>


                  (1)  the specific reason(s) for the denial of the claim, or
                       any part of it;

                  (2)  specific  reference(s)  to  pertinent  provisions  of the
                       Plan upon which  such  denial was based;

                  (3)  a description of any additional material or information
                       necessary for the Claimant to perfect the claim, and an
                       explanation  of why such material or  information is
                       necessary; and

                  (4)  an explanation of the claim review procedure set forth in
                       Section 8.3 below.

          8.3 Review of Denied  Claim.  The Board shall appoint the members of a
              -----------------------
Appeals Committee which shall consist of three (3) or more members.  The Appeals
Committee  shall  decide  appeals of  application  denials as  provided  in this
Section,  have such other  discretionary  powers and  authorities as provided by
this Section, and shall have such other discretionary powers and duties as shall
from time to time be assigned to the Appeals Committee by the Company.  Prior to
a Change in Control the members of the Appeals  Committee shall remain in office
at the will of the Board,  and the Board may remove  any of said  members,  from
time to time,  with or without  cause.  A member of the  Appeals  Committee  may
resign upon  written  notice to the  remaining  member or members of the Appeals
Committee  and to  the  Company  respectively.  The  fact  that  a  person  is a
prospective  Participant,  a  Participant  or a  former  Participant  shall  not
disqualify him from acting as a member of the Appeals Committee.  In case of the
death,  resignation  or  removal  of any member of the  Appeals  Committee,  the
remaining members shall act until a successor-member is appointed. Upon request,
the Company  shall notify the  Committee in writing of the names of the original
members of the Appeals  Committee,  of any and all changes in the  membership of
the Appeals  Committee,  of the member  designated  as  Chairman  and the member
designated as Secretary,  and of any changes in either office. Until notified of
a change,  the  Committee  shall be protected in assuming that there has been no
change in the membership of the Appeals Committee or the designation of Chairman
or of Secretary  since the last  notification  was filed with it. The  Committee
shall be under no obligation  at any time to inquire into the  membership of the
Appeals Committee or its officers.  All  communications to the Appeals Committee
shall be addressed to its secretary at the address of the Company.  On or before
sixty (60) days after  receiving  a notice from the  Committee  that a claim has
been denied,  in whole or in part, a Claimant (or the Claimant's duly authorized
representative)  may file with the  Appeals  Committee  a written  request for a
review  of the  denial  of the  claim.  The  Claimant  (or the  Claimant's  duly
authorized representative):

              (a) may, upon request and free of charge, have reasonable access
                  to, and copies of, all documents, records and other
                  information relevant to the claim for benefits;

              (b) may submit written comments or other documents; and/or


                                                                            17
<PAGE>

              (c) may request a hearing, which the Appeals Committee, in its
                  sole discretion, may grant.

          8.4  Decision  on  Review.  The  Appeals  Committee  shall  render its
               --------------------
decision on review promptly, and no later than sixty (60) days after the Appeals
Committee  receives the Claimant's written request for a review of the denial of
the claim.  If the  Appeals  Committee  determines  that  special  circumstances
require an extension of time for  processing  the claim,  written  notice of the
extension  shall be furnished to the Claimant  prior to the  termination  of the
initial sixty (60) day period.  In no event shall such extension exceed a period
of sixty (60) days from the end of the  initial  period.  The  extension  notice
shall indicate the special circumstances  requiring an extension of time and the
date by which the Appeals Committee expects to render the benefit determination.
In rendering its  decision,  the Appeals  Committee  shall take into account all
comments,  documents,  records and other  information  submitted by the Claimant
relating to the claim,  without regard to whether such information was submitted
or considered in the initial benefit determination. The decision must be written
in a manner calculated to be understood by the Claimant, and it must contain:


              (a) specific reasons for the decision; and

              (b) specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

              (c) an explanation of the claim review procedure set forth in the
                  Trust.



                  9. AMENDMENT, TERMINATION AND PARTICIPATION

          9.1 Amendment by Board. Prior to a Special Circumstance, the Board 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 Accounts or benefits under this Plan of
any Participant as they existed  immediately  before the amendment,  suspension,
termination,  merger or  reinstatement  or the  manner of  payments,  unless the
Participant shall have consented in writing.

          9.2 Termination by the Company.  Prior to a Special Circumstance,  the
              --------------------------
Board may at any time terminate this Plan and/or transfer its liabilities  under
this Plan to a similar plan it may establish. Upon the termination of this Plan,
amounts credited to the Accounts of Participants and benefits  transferred shall
continue to be payable to those  Participants  in  accordance  with the terms of
this Plan.  Upon  termination  of this Plan,  if the Board  should  transfer its
liabilities to another plan,  such transfer of  liabilities  shall not adversely
affect the Accounts or benefits of any  Participant as they existed  immediately
prior to a transfer  authorized  by the Board or the manner of payments,  unless
the Participant  shall have consented in writing.  In addition,  any transfer of
liabilities  of this Plan shall not affect the  liability  of the Company or any
Affiliate responsible to pay the benefit represented by the Account Balance.


                                                                             18

<PAGE>


          9.3 Effect of Plan Termination.  Notwithstanding  any other provisions
              --------------------------
of the Plan, if the Plan is  terminated,  no subsequent  Director's  fees may be
deferred under this Plan. Upon termination,  if the liabilities of this Plan are
not  transferred to another plan,  the Director's  Accounts shall continue to be
credited with deemed earnings as provided in Section 3.4, and the entire balance
in the Account  Balance shall become  payable to the  Participant  in accordance
with the provisions of this Plan in effect at the date of termination.


          9.4 Participation by Affiliates.  Affiliates may participate in this
              ---------------------------
Plan as provided in this Section.

              (a) A member of the affiliated group of corporations (as defined
                  in Section 1504 of the Internal Revenue Code and the
                  regulations thereunder) that includes the Company may adopt
                  this Plan with the consent of the Company. The Affiliate shall
                  be liable for the payment of any benefit of a Participant
                  whose benefits under the Plan relate to Director's Fees
                  deferred while serving on the board of directors of the
                  Affiliate or which are transferred to this Plan by the
                  Participant. Neither the Company nor any other Affiliate shall
                  have any liability for such benefits.

              (b) Each Affiliate, by adopting the Plan, appoints the Company as
                  its agent and fully empowers the Company to act on behalf of
                  all Affiliates as it may deem appropriate in maintaining or
                  terminating the Plan. The adoption by the Company of any
                  amendment to the Plan or the termination of all or any part of
                  the Plan will constitute and represent, without further action
                  on the part of any Affiliate, the approval, adoption,
                  ratification or confirmation by each Affiliate of any such
                  amendment or termination and each Affiliate shall be
                  bound by such amendment or termination.

              (c) An Affiliate may cease participation in the Plan only upon
                  approval by the Company and only in accordance with such terms
                  and conditions that may be required by the Company.



                               10. UNFUNDED PLAN

          10.1 Bookkeeping Entries. The Accounts maintained for purposes of this
               -------------------
Plan  shall  constitute  bookkeeping  records of the  Company or the  applicable
Affiliate and shall not  constitute  any allocation of any assets of the Company
or Affiliate or be deemed to create any trust or special deposit with respect to
any of the assets of the Company or any  Affiliate.  Neither the Company nor any
Affiliate shall be under any obligation to any Participant to acquire, segregate
or reserve any funds or other  assets for  purposes  relating  to this Plan.  No
Participant  shall have any rights whatsoever in or with respect to any funds or
other  assets  owned or held by the Company or any  Affiliate.  The rights of an
Participant  under  this  Plan are  solely  those of a

                                                                            19
<PAGE>




general  creditor  of the Company or any  Affiliate  to the extent of the amount
credited to his or her Accounts with the Company or the applicable Affiliate and
this Plan is a mere promise to pay benefits to the Participants.


          10.2 Trusts,  Insurance Contracts or Other Investment.  The Company or
               ------------------------------------------------
the  Affiliates  may,  in their  respective  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
held in segregated  funds shall at all times remain subject to the claims of the
general  creditors of the Company and any Affiliate as provided in such trust or
contract  except  to the  extent  and at the  time  any  payment  is  made to an
Participant under this Plan.

                                11. MISCELLANEOUS

          11.1  Severability.   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.

          11.2  Applicable  Law.  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.

          11.3 Not a Contract.  The terms and  conditions of this Plan shall not
               --------------
be deemed to  constitute  a contract  for  services  between  the Company or any
Affiliate  and  the  Participant.  A  Director  is  retained  on  an  "at  will"
relationship  that can be terminated  at any time for any reason,  or no reason,
with or without cause, and with or without notice,  unless expressly provided in
a written agreement.  Nothing in this Plan shall be deemed to give a Participant
the right to be retained as a Director of the Company and any Affiliate.

          11.4  Successors.  The provisions of this Plan shall bind and inure to
                ----------
the benefit of the successors and assigns of the Company and each Affiliate.

          11.5 Distribution in the Event of Taxation. If the Trust terminates in
               -------------------------------------
accordance  with its  terms and  benefits  are  distributed  from the Trust to a
Participant in accordance therewith,  the Participant's benefits under this Plan
shall be reduced to the extent of such distributions.

              (a) If, for any reason, all or any portion of a Participant's
                  benefits under this Plan becomes taxable to the  Participant
                  prior to receipt, a Participant  may petition the Committee
                  before a Special Circumstance, or the trustee of the Trust
                  after a Special Circumstance,  for a distribution of that
                  portion of his or her benefit  that has become  taxable.  Upon
                  the grant of such a petition,  which grant shall not be
                  unreasonably  withheld (and,  after a Special  Circumstance,
                  shall be granted), the Company or applicable  Affiliate  shall
                  distribute to the  Participant  immediately  available


                                                                             20
<PAGE>


                  funds in an amount equal to the taxable portion of his or her
                  benefit.  If the  petition  is granted,  the tax  liability
                  distribution shall  be made within  90 days of the  date  when
                  the Participant's petition is granted. Such a distribution
                  shall affect and reduce the benefits to be paid under this
                  Plan.

              (b) If the Trust terminates in accordance with its terms and
                  benefits are distributed from the Trust to a Participant in
                  accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

          11.6 Insurance. The Company and the Affiliates, on their own behalf or
               ---------
on behalf of the trustee of the Trust, and, in their sole discretion,  may apply
for and procure insurance on the life of the Participant, in such amounts and in
such forms as the Trust may choose.  The Company,  the Affiliates or the trustee
of the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance.  The Participant  shall have no interest  whatsoever in any such
policy or  policies,  and at the  request of the Company or an  Affiliate  shall
submit to medical  examinations  and supply such  information  and execute  such
documents as may be required by the  insurance  company or companies to whom the
Company or Affiliate have applied for insurance.

          11.7 Legal  Representation.  The Company and each  Affiliate  is aware
               ---------------------
that  upon the  occurrence  of a Change  in  Control,  the Board or the board of
directors  of a  Participant's  Employer  (which  might then be  composed of new
members) or a shareholder of the Company or the  Participant's  Employer,  or of
any successor  corporation might then cause or attempt to cause the Company,  an
Affiliate or successor to refuse to comply with its  obligations  under the Plan
and might cause or attempt to cause the Company or an Affiliate to institute, or
may institute,  litigation  seeking to deny  Participants the benefits  intended
under  the  Plan.  In these  circumstances,  the  purpose  of the Plan  could be
frustrated.  Accordingly, if, following a Change in Control, it should appear to
any Participant that the Company, an Affiliate or any successor  corporation has
failed to comply with any of its obligations  under the Plan or, if the Company,
an  Affiliate  or any other  person takes any action to declare the Plan void or
unenforceable  or institutes  any  litigation or other legal action  designed to
deny,  diminish or to recover from any Participant  the benefits  intended to be
provided,  then the Company and the applicable Affiliate  irrevocably  authorize
such  Participant  to retain  counsel of his or her choice at the expense of the
Company  and an  Affiliate  (who  shall be  jointly  and  severally  liable)  to
represent such  Participant in connection  with the initiation or defense of any
litigation  or other  legal  action,  whether  by or  against  the  Company,  an
Affiliate or any director, officer,  shareholder or other person affiliated with
the Company, an Affiliate or any successor thereto in any jurisdiction.


                                                                           21


<PAGE>


                                ATTACHMENT 2.4-A

          Ohio Edison Company Deferred Compensation Plan for Directors.
          -------------------------------------------------------------

          Merger of Plans.  Effective as of December  31, 1997,  the Ohio Edison
          ---------------
Deferred  Compensation  Plan for Directors  ("Ohio Edison Plan") was merged into
this Plan.

          Definition of Director.  The individuals  who made deferral  elections
          ----------------------
under the Ohio Edison Plan shall be considered  "Directors" for purposes of this
Plan even if they have not served on the Board or any board of  directors of any
Affiliate.

          Prior Elections to Defer.  Any election to defer  director's fees made
          ------------------------
under the Ohio Edison Plan prior to December 31, 1997 shall,  to the extent such
deferred  fees and any earnings and losses  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.

          Transfer of Account  Balance.  With  respect to any Director who had a
          ----------------------------
balance in his or her account  under the Ohio Edison Plan  immediately  prior to
December  31,  1997,  the  balance of such  account  shall be  transferred  to a
Transfer  Account  under  this  Plan  as of  December  31,  1997  and  shall  be
administered  in accordance with this Plan. Such Directors shall be permitted to
designate how such  transferred  account  balances  shall be deemed  invested as
permitted under this Plan.

          Liability for Payment.  All  liabilities of the Ohio Edison Plan shall
          ---------------------
be paid by the Company.

          Transfer of Liabilities and Payment of Accounts.  If any account under
          -----------------------------------------------
the Ohio Edison Plan is in pay status or is otherwise  payable to an Participant
as of such date,  it shall  continue to be payable to that person under the same
terms and conditions as were provided under the Ohio Edison Plan. The balance of
any account under the Ohio Edison 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
Ohio Edison Plan shall  continue to be effective  under this Plan unless amended
or changed by the Director under the terms of this Plan.

          Crediting  of  Service.  All  service as a director of the Ohio Edison
          ----------------------
Company or any affiliate of Ohio Edison  Company shall count as Years of Service
under this Plan.



                                                                            22


<PAGE>


                                ATTACHMENT 2.4-B

     Centerior Energy Corporation Deferred Compensation Plan for Directors.
     ---------------------------------------------------------------------

          Merger of Plans. Effective as of January 1, 2000, the
          ---------------
Centerior Energy Corporation Deferred Compensation Plan for Directors (the
"Centerior Plan") was merged into this Plan.

          Definition of Director. The individuals who made deferral
          ----------------------
elections under the Centerior Plan shall be considered "Directors" for purposes
of this Plan even if they have not served on the Board or any board of directors
of any Affiliate.

          Prior Elections to Defer. Any election to defer director's
          ------------------------
fees made under the Centerior Plan prior to January 1, 2000 shall, to the extent
such deferred fees and any earnings and losses 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.

          Transfer of Account Balance. With respect to any Director who
          ---------------------------
had a balance in his or her account under the Centerior Plan immediately prior
to January 1, 2000, the balance of such account shall be transferred to a
Transfer Account under this Plan as of January 1, 2000 and shall be administered
in accordance with this Plan. Such Directors shall be permitted to designate how
such transferred account balances shall be deemed invested as permitted under
this Plan.

          Liability for Payment.  All liabilities of the Centerior Plan shall be
          ---------------------
paid by the Company.


          Transfer of Liabilities and Payment of Accounts. If any
          -----------------------------------------------
account under the Centerior Plan is in pay status or is otherwise payable to an
Participant 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 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 by the Director under the terms of this Plan.

          Crediting of Service. All service as a director of Centerior
          --------------------
Energy Corporation or any affiliate of Centerior Energy Corporation shall count
as Years of Service under this Plan.

                                                                           23

<PAGE>


                                ATTACHMENT 2.4-C

          Deferred Remuneration Plan for Outside Directors of GPU, Inc.
          -------------------------------------------------------------

                                       And

           Deferred Stock Unit Plan for Outside Directors of GPU, Inc.
           -----------------------------------------------------------

                                       And

Deferred Remuneration Plan for Outside Directors of Jersey Central Power & Light
--------------------------------------------------------------------------------

          Transfers from GPU Plans. Any individual who participated in
          ------------------------
the Deferred Remuneration Plan for Outside Directors of GPU, Inc., Deferred
Stock Unit Plan for Outside Directors of GPU, Inc., or the Deferred Remuneration
Plan for Outside Directors of Jersey Central Power & Light (collectively the
"GPU Plans") and who was selected as a member of the board of directors for the
Company or Jersey Central Power & Light after November 7, 2001, may elect to
transfer his or her account under each GPU Plan to this Plan.

          Prior Elections. Any election to defer director's fees made
          ---------------
under any GPU Plan prior to November 7, 2001 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.

          Transfer of Account Balance. Any Director who had a balance in
          ---------------------------
his or her account under a GPU Plan immediately prior to November 7, 2001 may
elect to transfer such account's balance to a Transfer Account under this Plan
as of November 7, 2001. The Committee shall establish subaccounts within the
Transfer Account to reflect and administer Pre-Retirement and Retirement
Accounts transferred from the GPU Plans. From the date of the election, the
Transfer Account shall be deemed to be invested in the Moody's Investment Fund.
The Moody's Investment Fund is an Investment Fund established by the Committee
pursuant to Section 3.4 of the Plan and, the balance transferred from a GPU Plan
shall be adjusted in the same manner as the balances of Accounts of all other
Participants that are deemed to be invested in the Moody's Investment Fund. In
the event the Committee modifies the interest rate or the measurement period,
amends any feature of the Moody's Investment Fund, or eliminates the Moody's
Investment Fund, such modification, amendment or elimination shall apply to all
Participants including any Director that transfers his or her account balance
from a GPU Plan to this Plan. After January 1, 2002, a Director that transfers
his or her account balance from a GPU Plan may direct the Investment Funds in
which his or her Transfer Account is deemed invested as permitted by Section
3.5(c).

          Liability for Payment. Liabilities of the GPU Plans
          ---------------------
transferred to the Company shall be paid by the Company. Any liability of the
GPU Plans transferred to an Affiliate shall be paid by the Affiliate.


                                                                           24
<PAGE>


          Payment of Accounts. An account balance of a GPU Plan shall be
          -------------------
transferred to this Plan as of the later of the date of the Director's election
or November 7, 2001. If any account under a GPU Plan is in pay status or is
otherwise payable to an Participant as of such date, it shall continue to be
payable to that person under the same terms and conditions as were provided
under the applicable GPU Plan. The balance of any account under a GPU 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 GPU Plan shall continue to be effective
under this Plan unless amended or changed under the terms of this Plan.

          Crediting of Service and Years of Deferral.  All service as a director
          ------------------------------------------
with GPU,  Inc. or any  affiliate of GPU, Inc. shall count as Years of Service
under this Plan. A full year during which a Director deferred fees under a GPU
Plan shall count as a full year of deferral under this Plan for purposes of
withdrawals under Section 4.4.



                                                                            25
<PAGE>


                                 Scope of Change
                                 ---------------



Rev. 0 - Approved by FE Board on 11/19/02. Incorporates provisional changes
resulting from changing the trustee to State Street.


                                                                           26
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