FirstEnergy Corp.
                                -----------------
               Executive and Directors Incentive Compensation Plan
               ---------------------------------------------------
                   Non-Qualifying Stock Option (NSO) Agreement
                   -------------------------------------------



                                            Option No.:  11A

                                            Number of Options Granted: XXXX NSOs

                                            Option Price:  $29.50 per share

                                            Option Closing Date:  June 26, 2001




This Option  Agreement  ("Agreement") is entered into as of the 16th day of May,
2001, between  FirstEnergy  Corp., and _____________  ("Optionee") and is not in
lieu of salary or any other compensation for services.  For the purposes of this
plan, the term "Company" or "FE" means  FirstEnergy  Corp. or its  subsidiaries,
singularly or collectively.


SECTION ONE - AWARD

On February  17,  1998,  the Board of  Directors  ("Board") of FE adopted the FE
Executive and Director Incentive Compensation Plan ("Plan"),  which was approved
by the common stock  shareholders on April 30, 1998, and become effective May 1,
1998. As of the date of this Agreement,  per the terms of the Plan, FE grants to
the Optionee an option  ("Option")  to purchase the above number of shares of FE
Common Stock ("Shares") at the option price reflected above.

All Grants are considered  NSOs, not subject to the provisions of section 422 of
the Code.


SECTION TWO - GENERAL TERMS

This Agreement is subject to the following terms and  conditions,  many of which
are described in greater  detail in the Plan.  Please  consult the Plan document
for further information.

Vesting Provisions
------------------

These Options will become fully vested on May 16, 2005,  which is four (4) years
after the date of grant unless they become exercisable prior to that date due to
termination of employment (as described below).

Expiration
----------

These  Options  expire on May 16, 2011 at 2:00 PM, Akron time unless the Options
expire earlier due to termination of employment (or 2:00 PM on the last business
day prior to such date,  if the date falls on a Saturday,  Sunday,  or other day
when the FirstEnergy General Office is closed).

<PAGE>


Termination of Employment
-------------------------
<TABLE>

<CAPTION>
    Event of Optionee's
 Termination of Employment         Vesting           When Options Expire     Further Information
 -------------------------         -------           -------------------     -------------------

 <S>                          <C>                    <C>                      <C>
 Retirement (including        Vesting continues      Options expire on        As defined under
 early retirement)            per vesting schedule   May 16, 2011             6.8 of the Plan

 Disability                   Vesting continues      Options expire on        As defined under
                              Per vesting schedule   May 16, 2011             6.8 of the Plan

 Death (including death       100% vesting on date   All options  expire      Shares exercisable by
 after retirement,            of death               the earlier of one year  the beneficiary (as
 disability, or Other                                after date of death or   designated under
 Terminations other than                             expiration of the grant  Article 12 of the Plan,
 for Cause)                                                                   or by will or by the
                                                                              laws of descent and
                                                                              distribution)

 For "Cause"                  Vesting stops upon     All vested and           Termination for Cause
                              date you leave         unvested options are     is defined in section
                              Company                immediately forfeited    2.1.6 of the Plan
                                                     back to the Company

 Separation from Company in   25% of the unvested    All options that have    Refer to the Severance
 which you qualify for and    options will vest for  not vested in            Benefits Plan
 elect benefits under the     every whole year you   accordance with the
 First Energy Severance       have worked since the  preceding box are
 Plan                         date of the grant,     immediately forfeited
                              effective upon the     back to the Company.
                              date that you leave    All vested options
                              the Company            expire on the earlier
                                                     of 90 days after you
                                                     leave the Company or
                                                     expiration of the grant

 Termination (including       Vesting stops upon     All unvested options     You may be subject
 resignation)                 date you leave         are immediately          to the "Forfeiture
                              Company                forfeited back to the    and Recovery"
                                                     Company.  All vested     provisions below.
                                                     options expire the
                                                     earlier of 90 days
                                                     after you leave the
                                                     Company or expiration
                                                     of the grant
</TABLE>


Change in Control
-----------------

In the event of a Change in Control (as  defined in section  2.1.7 of the Plan),
all options under this Agreement become  immediately  exercisable as of the date
of the  Change  of  Control,  and the  provisions  under  the  section  entitled
"Forfeiture and Recovery" shall not apply.



<PAGE>


Forfeiture and Recovery
-----------------------

If it is determined,  in the sole discretion of the Compensation  Committee (the
"Committee")  of the  FirstEnergy  Board of Directors or its delegate,  that the
Optionee  has breached any of the  covenants  below,  and unless such breach has
been waived by the Committee or its delegate in writing, all outstanding Options
shall be immediately  forfeited  back to FE, and any profits  resulting from the
exercise of Options  realized in the twelve  (12) months  preceding  the date of
termination through the date of the breach shall be immediately  returned to FE.
During  the term of  his/her  employment  with the  Company  and for a period of
twenty-four  (24) months  following  termination  of employment  for any reason,
including  without  limitation,  termination by mutual  agreement,  the Optionee
expressly   covenants   and  agrees  that  he/she  will  not  at  any  time  for
himself/herself  or on behalf of any other person,  firm,  association  or other
entity do any of the following:

1.   Participate or engage,  by virtue of being employed or otherwise,  directly
     or indirectly, in the business of selling,  servicing, and/or manufacturing
     products,  supplies or services of the kind, nature or description of those
     sold by the Company except pursuant to his/her employment with the Company;

2.   Directly  participate  or engage,  on the behalf of other  parties,  in the
     purchase  of  products,  supplies  or  services  of  the  kind,  nature  or
     description  of  those  sold by the  Company  except  pursuant  to  his/her
     employment with the Company;

3.   Solicit,  divert,  take away or attempt  to take away any of the  Company's
     Customers  or the  business  or  patronage  of any  such  Customers  of the
     Company;

4.   Solicit,  entice,  lure,  employ or endeavor to employ any of the Company's
     employees;

5.   Divulge  to  others  or  use  to  his/her  own  benefit  any   confidential
     information  obtained during the course of his/her  employment with Company
     relative to sales, services, processes,  methods, machines,  manufacturers,
     compositions,  ideas,  improvements,  patents,  trademarks,  or  inventions
     belonging to or relating to the affairs of Company; or

6.   Divulge to others or use to his/her own benefit any trade secrets belonging
     to the Company obtained during the course of his/her employment or of which
     he/she  became  aware  during  the course of  his/her  employment  with the
     Company.

The term "Customer"  shall mean any person,  firm,  association,  corporation or
other  entity  to which  the  Optionee  or the  Company  has sold the  Company's
products  or  services  within the  twenty-four  (24) month  period  immediately
preceding the termination of Optionee's  employment with the Company or to which
the  Optionee  or the  Company  is in the  process of selling  its  products  or
services,  or to which the Optionee or the Company has submitted a bid, or is in
the process of submitting a bid to sell the Company's products or services.

FE may offset any amount owed  against any  compensation  due to the Optionee or
against any amounts  otherwise  due and  distributable  to the Optionee from any
benefit plan of FE in which the Optionee has  participated,  in accordance  with
the terms of such benefit plan.  Should it be necessary for FE to initiate legal
action to  recover  any  amounts  due,  FE shall be  entitled  to  recover  from
Optionee,  in addition to such  amounts  due,  all costs,  including  reasonable
attorneys fees, incurred as a result of such legal action.



<PAGE>


Effect on the Employment Relationship
-------------------------------------

Nothing in this Agreement  guarantees  employment with the Company,  nor does it
confer any  special  rights or  privileges  to the  Optionee  as to the terms of
employment.

Adjustments
-----------

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
separation, liquidation, stock dividend, stock split, combination, distribution,
or other change in corporate  structure of FE affecting  the Common  Stock,  the
Committee  will  adjust the number and class of  securities  in this option in a
manner  determined  appropriate to prevent  dilution or diminution of the Option
under this Agreement.

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

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

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

3.   The  administration  of this  Agreement  and the Plan will be  performed in
     accordance  with Article 3 of the Plan.  All  determinations  and decisions
     made by the  Committee,  the Board,  or any delegate of the Committee as to
     the provisions of the Plan shall be final,  conclusive,  and binding on all
     persons.

4.   Except  as  provided  otherwise  herein,  the terms of this  Agreement  are
     governed at all times by the official  text of the Plan and in no way alter
     or modify the Plan.

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

6.   To the extent a conflict exists between the terms of this Agreement and the
     provisions of the Plan, the provisions of the Plan shall govern.

SECTION THREE - METHODS OF EXERCISING THE OPTION

Notification to Exercise
------------------------

To exercise an option, the Optionee must submit to the Administrator of the Plan
the information below either on a form provided by FE, a broker form, or a blank
sheet of paper:

1.   Number of shares being purchased,

2.   The grant price,

3.   The form of payment,

4.   A statement of intention to exercise,

5.   The  signature of the  Optionee,  (or legal  representative  in the case of
     death or disability), and

6.   Any  representations or disclosures  required by any applicable  securities
     law.



<PAGE>


Method of Payment
-----------------

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

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

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

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

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

Withholding Tax
---------------

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

SECTION FOUR - TRANSFER OF OPTION

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


                                               FirstEnergy Corp.


                                               By _____________________________
                                                      Corporate Secretary

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

                                               ________________________________
                                                    (Signature of Optionee)
______________________
       (Date)