FirstEnergy
Corp.


2007
Incentive Compensation Plan


Performance
Share Award











Performance Share
Award No.:





Grantee:





Number of Performance
Shares Granted: XXXX





Performance
Period:  1/1/2008--12/31/2010





Performance Share
Closing Date:   April [  ], 2008











This Performance
Share Award ("Award") to the “Grantee” is effective as of the 1st day of
January, 2008, and is not in lieu of salary or any other compensation for
services.  For the purposes of this Award, the term "Company" or "FE"
means FirstEnergy Corp. or its subsidiaries, singularly or
collectively.








SECTION
ONE - AWARD





As
of the date of this Award, in accordance with the FirstEnergy Corp. 2007
Incentive Compensation Plan (the “Plan”) and the terms and conditions of this
Award, the Company grants to the Grantee an award of Performance
Shares.  The Performance Shares will be placed into a Performance
Share account until paid out or forfeited.





The
Performance Share account of the Grantee will be credited with an amount per
unit (the “Dividend Equivalent”) equal to the amount per share of any cash
dividends declared by the Board on the outstanding Common Stock of the
Company.  Such Dividend Equivalents will be credited in the form of an
additional number of Performance Shares (which Performance Shares, from the time
of crediting, will be deemed to be in addition to and part of the base number of
Performance Shares awarded in Section One for all purposes hereunder). The
additional number of Performance Shares will be equal to the aggregate amount of
Dividend Equivalents credited on this Award on the respective dividend payment
date divided by the average of the high and low price per share of Common Stock
on the respective dividend payment date. Until the Performance Period
ends pursuant to the terms and conditions described above, the Company will
credit, in additional Performance Shares, to the Grantee’s Performance Share
award, an amount equal to the Dividend Equivalents in the manner set forth
above.  The Performance Shares attributable to the Dividend
Equivalents will be either paid out or forfeited, as appropriate, under the same
terms and conditions under this Award that apply to the other Performance
Shares.





The
value of the Grantee’s account at the end of the three-year Performance Period
will be based on the average of the high and low prices of FE common stock for
the month of December 2010 and may be adjusted upward or downward based upon the
total shareholder return (“TSR”) of FE common stock relative to an energy
services company index during the same three-year period.  If the TSR
rating is at or above the 86th
percentile, the payout will be 150% of the account value. If the TSR is at the
50th percentile, the payout will be 100% of the account value. If the TSR is at
the 40th percentile, the payout will be 50% of the account
value.  Payouts for a ranking above the 40th percentile and below the
86th
percentile will be interpolated.  For a TSR ranking below the 40th
percentile, no payout will be made.





The
payout under this Award will be made between February 15 and March 15, 2011 if
the payout is on account of the completion of the Performance Period and
satisfaction of  the TSR ranking, as specified above, or, otherwise,
on the payment date as specified in Section Two below (all payment dates are
referred to as “Payment Date”). The payout will be made in cash; however, the
Grantee may elect to defer receipt of any payout under the provisions of the FE
Executive Deferred Compensation Plan.  The election shall be made in a
manner as required under administrative rules established by the Company and
shall be made in a manner that complies with Section 409A of the Internal
Revenue Code (“Section 409A”).





SECTION
TWO - GENERAL TERMS





Forfeiture





The
Grantee shall forfeit all or a portion of the Award and any rights hereunder to
receive this Award upon the occurrence of any of the following events before the
expiration of the Performance Period:




Event of
      Grantee
              Affect on
      Award
              Further
      Information
              Payment
      DateRetirement
      (including early retirement)
              Account balance prorated based on full months of
                service during Performance Period.
              As defined
      under 9.5 of the Plan
              Between
      February 15 and March 15, 2011Disability
              Account
      balance prorated based on full months of service during Performance
      Period.
              As defined
      under 9.5 of the Plan, except as otherwise provided in 409A
      below.
              As soon as
      practicable after the Grantee’s Disability.Death
              Account
      balance prorated based on full months of service during Performance
      Period.
              Payout made to
      beneficiary (per Article 15 of the Plan or by will or by the laws of
      descent and distribution)
              As soon as
      practicable after the Grantee’s
death.
 
 Termination
      for Cause
              Award
      immediately forfeited.
              Termination
      for Cause is defined in section 2.7 of the Plan
              N/ASeparation
      from Company in which you qualify for and elect benefits under
      the  FirstEnergy Severance Plan, if offered
              Account
      balance prorated based on full months of service during Performance
      Period.
              Refer to the
      Severance Benefits Plan
              Between
      February 15 and March 15, 2011Other
      Termination (including resignation)
              Award
      immediately forfeited
              
              N/ATransfer out
      of an executive eligible position
              Account
      balance prorated based on full months in an executive eligible
      position.
              
              Between
      February 15 and March 15, 2011


Prorated awards will
be calculated using the average high and low FE stock price for the month of
December 2010 or, in the case of disability or death, a thirty day period prior
to the effective date of the events described above and the most recent
quarterly TSR factor.





In
the event of a Change in Control as defined in the Plan in section 2.8, this
award will pay out as soon as practicable under terms determined by the
Compensation Committee.





2


Shareholder
Rights





The
Grantee shall have no rights as a shareholder of the Company, including voting
rights, with respect to the Award.





Effect
on the Employment Relationship





This Performance
Share Award is voluntary and made on a one-time basis and does not constitute a
commitment to make any future awards.  Nothing in this Award
guarantees employment with the Company or any Subsidiary, nor does it confer any
special rights or privileges to the Grantee as to the terms of
employment.





Administration





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


2.
            The
      administration of this Award 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.


3.
            The terms of
      this Award are governed at all times by the official text of the Plan and
      in no way alter or modify the Plan.


4.
            If a term is
      capitalized but not defined in this Award, it has the meaning given to it
      in the Plan.


5.
            To the extent
      a conflict exists between the terms of this Award and the provisions of
      the Plan, the provisions of the Plan shall
  govern.


6.
            The terms and
      conditions of this Award may be modified by the
  Committee


(a)    In
any case permitted by the terms of the Plan or this Award;


(b)    With
the written consent of the Grantee; or


(c)    Without
the consent of the Grantee if the amendment is either not materially adverse to
the interests of the Grantee or is necessary or appropriate in the view of the
Committee to conform with, or to take into account, applicable law, including
either exemption from or compliance with any applicable tax law.





409A




It is intended that
this Award and the compensation and benefits hereunder either be exempt from, or
comply with, Section 409A, and this Award shall be so construed and
administered.  In the event that the Company reasonably determines
that any compensation or benefits payable under this Award may be subject to
taxation under Section 409A, the Company, after consultation with the Grantee,
shall have the authority to adopt, prospectively or retroactively, such
amendments to this Award or to take any other actions it determines necessary or
appropriate to (a) exempt the compensation and benefits payable under this Award
from Section 409A or (b) comply with the requirements of Section
409A.  In no event, however, shall this section or any other
provisions of this Award be construed to require the Company to provide any
gross-up for the tax consequences of any provisions of, or payments under, this
Award and the Company shall have no responsibility for tax consequences to
Grantee (or the Grantee’s beneficiary) resulting from the terms or operation of
this Award.






Notwithstanding any
other provision in this Award to the contrary, (1) a Grantee shall not be
treated as having a termination of employment unless the Grantee would also be
treated as having a separation of services for purposes of Section 409A, (2) a
Grantee shall not be treated as having a disability unless the Grantee would
also be treated as having a disability for purposes of Section
409A.




3




Withholding




The
Company shall have the right to deduct, withhold or require the Grantee to
surrender a cash amount sufficient to satisfy federal, state and local taxes
required by law to be withheld in connection with the benefits under this
Award.




SECTION
THREE - TRANSFER OF AWARD




This Award is not
transferable during the life of the Grantee.  Only the Grantee shall
have the right to  receive payout of the Award, unless deceased, at
which time the payout may be received by the Grantee's beneficiary (as
designated under Article 15 of the Plan) or by will or by the laws of descent
and distribution.




I
acknowledge receipt of this Performance Share Award and I accept and agree with
the terms and conditions stated above.














________________________________


(Signature of Grantee)


_____________________


(Date)











4