Board of Director
                                -----------------
                      Non-Qualifying Stock Option (NSO) Agreement
                      -------------------------------------------
                       for Elected and Bonus Stock Options
                       -----------------------------------

                                    Option No.:     12

                                    Number of Elected Options: 4,193 NSO's
                                    Number of Bonus Options:     839 NSO's
                                    Total Options Granted:     5,032 NSO's
                                    Exercise Price:            $35.15 per share


This  Option  Agreement  ("Agreement")  is  entered  into as of January 1, 2002,
between FirstEnergy Corp. ("FE"), and ___________ ("Optionee") and is in lieu of
the Board of Directors retainer fee.


SECTION ONE - AWARD

The Board of Directors ("Directors") of FE adopted the FE Executive and Director
Incentive  Compensation  Plan  ("Plan")  on  February  17,  1998.  The  Plan was
subsequently  approved by the common stock  shareholders  on April 30, 1998, and
became  effective May 1, 1998.  According to the terms of the Plan, the Optionee
shall  receive,  as of the above  date,  the  number of Options  ("Options")  to
purchase shares of FE Common Stock  ("Shares"),  at the above price,  based upon
the Optionee's  elections  indicated on the Election Form signed by the Optionee
on November 16, 2001.

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


SECTION TWO - GENERAL TERMS

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

Options Accrued
---------------

All Options granted are earned in 2002 in proportion to each month served not to
exceed 100%. A full month's credit will be given for time served after the first
of the month.

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

Exercise of Options
-------------------

These  Options  will become  exerciseable  as of January 1, 2006,  which is four
years after the grant unless it becomes  exerciseable  prior to that date due to
termination from the Board.

Expiration
----------

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


<PAGE>
<TABLE>

Termination from the Board
--------------------------
<CAPTION>
Event of Optionee              Vesting             When Options Expire          Further Information
-----------------              -------             -------------------          -------------------
<S>                      <C>                       <C>                          <C>

Retirement               Vesting continues per     Options expire on            As defined by the
                         vesting schedule          December 31, 2011            Board on November 7,
                                                                                1997

Disability               Vesting continues per     Options expire on            As defined under
                         vesting schedule          December 31, 2011            Internal Revenue Code
                                                                                Section 22 (3) (3)

Death, including         100% vesting on date      All options expire the       Shares exercisable by
death after disability,  of death                  earlier of one year after    the beneficiary (per
retirement, or                                     date of death or expiration  Article 12 of the Plan,
resignation before                                 of the grant                 or by will or by the
January 1, 2006                                                                 laws of descent and
                                                                                distribution)

Death after January 1,   Vesting stops upon date   All unvested options are
2006 for any reason      you leave Board           immediately forfeited back
other than disability,                             to the Company.  All vested
vested retirement, or                              options expire the earlier
For Cause                                          of one year after you leave
                                                   the Board or 90 days after
                                                   death, if such death
                                                   occurs prior to one year
                                                   after termination, or the
                                                   expiration of the grant

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

Other Termination,       Vesting stops upon date   All unvested options are
including resignation    you leave Board           immediately forfeited back
before January 1,                                  to the Company.  All vested
2006                                               options expire the earlier
                                                   of 90 days after you leave
                                                   the Board or expiration of
                                                   the grant

Other Termination,       Vesting stops upon date   All unvested options are
including resignation    you leave Board           immediately forfeited back
after January 1, 2006                              to the Company.  All vested
                                                   options expire the earlier
                                                   of one year after you leave
                                                   the Board or expiration of
                                                   the grant
</TABLE>

<PAGE>

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

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

Effect on the Board  Relationship
-------------------  ------------

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

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

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

Forfeiture
----------

1.   All  Options  not  earned  in 2002 are  immediately  forfeited  back to the
     Company upon termination from the Board.

2.   All  Bonus  Options   granted  are  forfeited  back  to  the  Company  upon
     termination from the Board for any reason other than retirement,  death, or
     disability prior to January 1, 2006.

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

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

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

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

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

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

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

<PAGE>
SECTION THREE - METHODS OF EXERCISING THE OPTION

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

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

1.   Number of shares  being  purchased,

2.   The grant price,

3.   The form of payment,

4.   A statement of intention to exercise,

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

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

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

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

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

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

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

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

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

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

SECTION FOUR - TRANSFER OF OPTION

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


                                          FirstEnergy Corp.



                                          By _____________________________
                                                 Corporate Secretary





<PAGE>


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


      ________________________________                  ______________________
          (Signature of Optionee)                              (Date)