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 stock) 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.


                        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 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 stock and cash retainer 
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 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 closing price of 
FirstEnergy Common Stock for the previous 20 business days prior 
to when payment would otherwise be received. Stock deferred into 
this account shall be valued at the actual purchase price, 
including any commissions. 

                         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.

     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.  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, 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, in a lump sum as soon as practicable, but no later 
than January 1 of the 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.


                          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.

     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;

       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).

      
                          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.