EXHIBIT
10.3









































FIRSTENERGY
CORP.





DEFERRED
COMPENSATION PLAN


FOR OUTSIDE
DIRECTORS






































Effective December
31, 1997





Amended and Restated
January 1, 2005


{00100414.DOC;8}DOC\286RL


TABLE OF
CONTENTS





PageARTICLE 1 –
      GENERAL
              
              11.1
              Preamble
              
              11.2
              Purpose
              
              11.3
              Payment
      Method
              
              11.4
              Status under
      Laws
              
              11.5
              Definitions
              
              2ARTICLE 2 –
      DEFERRALS
              
              72.1
              Written
      Election to Defer Fees
              
              72.2
              Election Upon
      Becoming a Director
              
              72.3
              Election
      Irrevocable
              
              72.4
              Transfers from
      Other Plans
              
              7ARTICLE 3 –
      ACCOUNTS AND INVESTMENT FUNDS
              83.1
              Deferred Fee
      Account
              
              83.2
              Transfer
      Account
              
              83.3
              Other Accounts
      and Subaccounts
              
              93.4
              Investment
      Funds
              
              93.5
              Credits to
      Investment Funds
              
              93.6
              Reporting
              
              10ARTICLE 4 –
      PAYMENT TO DIRECTOR
              
              154.1
              Distribution
      Election – Separation from Service
              114.2
              Accelerated
      Distribution
              
              124.3
              Withdrawal
              
              124.4
              Financial
      Hardship Distributions
              
              134.5
              Special
      Circumstance
              
              144.6
              Small
      Accounts
              
              14ARTICLE 5 –
      BENEFICIARY
              
              155.1
              Beneficiary
      Designation
              
              155.2
              Distribution
      Election
              
              155.3
              Change of
      Beneficiary
              
              155.4
              Payment of
      Benefit upon Death
              
              15ARTICLE 6 –
      ASSIGNMENT
              
              16ARTICLE 7 –
      ADMINISTRATION
              167.1
              Administrator
              
              167.2
              Powers of
      Administrator
              
              177.3
              Delegation
              
              17





i





PageARTICLE 8 –
      CLAIMS
              
              178.1
              Claim
              
              178.2
              Initial Claim
      Review
              
              178.3
              Review of
      Claim
              
              188.4
              Review of
      Claims on and after a Change in Control
              20ARTICLE 9 –
      AMENDMENT, TERMINATION AND PARTICIPATION
              209.1
              Amendment by
      Board
              
              209.2
              Termination by
      the Company
              
              219.3
              Automatic
      Cessation of Bonus Credit and Dividends
              219.4
              Distribution
      of Benefits on Plan Termination
              219.5
              Participation
      by Affiliates
              
              22ARTICLE 10 –
      UNFUNDED PLAN
              2310.1
              Bookkeeping
      Entries
              
              2310.2
              Trusts,
      Insurance Contracts or Other Investment
              23ARTICLE 11 –
      MISCELLANEOUS
              
              2311.1
              Severability
              2311.2
              Liability for
      Benefits
              
              2311.3
              Applicable
      Law
              
              2411.4
              Not a
      Contract
              
              2411.5
              Successors
              
              2411.6
              Distribution
      under Terms of the Trust or in the Event of Taxation
              2411.7
              Insurance
              
              2511.8
              Legal
      Representation
              
              2511.9
              Code Section
      409A
              
              26ATTACHMENT
      2.4-A
              
              27ATTACHMENT
      2.4-B
              
              28ATTACHMENT
      2.4-C
              
              29








ii


FIRSTENERGY
CORP.





DEFERRED
COMPENSATION PLAN


FOR OUTSIDE
DIRECTORS













ARTICLE 1
 — GENERAL







1.1 Preamble




The FirstEnergy Corp. Deferred Compensation
Plan for 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. The Plan was restated as of  November 7, 2001.
This restatement of the Plan is effective as of January 1, 2005 in order to
comply with Code Section 409A and supersedes all prior versions of this Plan and
all prior arrangements and understandings regarding the deferral of fees by
Directors.





1.2 P urpose




The purpose of this Plan is to provide a
benefit to 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 the Company and its Affiliates by providing a benefit which
attracts and retains the services of qualified persons who are not employees of
the Company or its Affiliates to serve as Directors.





1.3 P ayment
Method




Payment of an equity retainer is in the form of
Company common stock, which can be deferred into a Deferred Stock Fund. Cash
retainers, meeting fees, chairperson fees, and any additional annual cash
retainer paid to a non-employee Chairman of the Board, will be paid in cash, but
can be paid in stock or deferred into a Deferred Fee Account based on an annual
election made by the Director.





1.4 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 of 1974. The Plan
shall be unfunded for purposes of the Code and is not intended to qualify under
Code Section 401(a).




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 1


1.5 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 or persons appointed in accordance with Section 7.1.




(c)  “Affiliate” means a member of the affiliated
group of corporations as defined in Code Section 414(b) and (c) except that in
applying Code Section 1563 “50 percent” shall be substituted for “80 percent”
that includes the Company. An Affiliate may elect to participate in this Plan in
accordance with Section 9.5 and such election may
be approved by the Company.




(d)  “Appeals Committee” means the committee
appointed to review claims denied by the Administrator 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)(3) or 14(d)(2) 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 entitled to vote generally in the election of
Directors (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 clauses (i), (ii), and (iii) of paragraph (3) of
this Subsection (h) are satisfied; or




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 2


(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
(within the meaning of solicitations subject to as such terms are used in Rule
14a 12(c) of Regulation 14A promulgated under the Exchange Act or any such
successor rule) or other actual or threatened solicitation of proxies or consent
by or on behalf of a Person other than the Board; or




(3)  Consummation of a Reorganization, merger, or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company, in each case, 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,
merger or consolidation or acquiring such assets 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,
merger, consolidation or sale or other disposition of assets 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 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 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. 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)  “Code” means the Internal Revenue Code of 1986,
as amended and any regulations or other guidance promulgated
thereunder.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 3







(j)  “Committee” means the Compensation Committee of
the Board.




(k)  “Company” means FirstEnergy Corp., an Ohio
corporation.




(l)  “Corporate Secretary” means the Corporate
Secretary of FirstEnergy Corp.




(m)  “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 Administrator or
disputed by the Administrator 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.





(n)  “Deferred Fee Account” means a bookkeeping
account established by the Company or an Affiliate which maintains record of
deferred Director’s Fees including expenses and earnings, gains and losses. 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.




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




(p)  “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.




(q)  “Director’s Fees” means the equity retainer
fees, cash retainer fees, meeting fees, chairperson fees, and any additional
annual cash retainer for a non-employee Chairman of the Board, payable for
services as a Director whether payable in cash or in equity
instruments.




(r)  “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. 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
Administrator.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 4







(s)  “Financial Hardship” means a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant, the Participant’s spouse, or of a Participant’s
dependent (as defined in Code Section 152 without regard to sections 152(b)(1),
(b)(2) and (d)(1)(B)), loss of the Participant’s property due to casualty, or
other extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. Financial Hardship shall be
determined by the Administrator on the basis of information supplied by the
Participant to the Administrator.




(t)  “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.




(u)  “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.




(v)  “Plan” means the FirstEnergy Corp. Deferred
Compensation Plan for Outside Directors.




(w)  “Plan Year” means the period beginning on each
January 1 and ending on the following December 31.




(x)  “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, 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);




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 5







(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 Plan, a Potential Change in Control has
occurred.




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 (x) that occurs only with respect
to an Affiliate or subsidiary does not constitute a Change in
Control.





(y)  “Retirement” means (i) with respect to amounts
that were vested and accrued as of December 31, 2004 including earnings, gains
and losses credited thereon after that date, a Separation from Service on or
after the attainment of age sixty-nine (69), and (ii) with respect to amounts
that accrue and vest after December 31, 2004 including earnings, gains and
losses credited thereon after that date, a Separation from Service on or after
the attainment of age fifty-five (55).




(z)  “Separation” means (i) with respect to amounts
that were accrued and vested as of December 31, 2004 including earnings, gains
and losses credited thereon after that date, a Separation from Service prior to
age sixty-nine (69); and (ii) with respect to amounts that accrue and vest after
December 31, 2004 including earnings, gains and losses credited thereon after
that date, a Separation from Service prior to age fifty-five (55).




(aa)  “Separation from Service” means the expiration
of all contracts under which the Director performs services for the Company and
any Affiliate where expiration constitutes a good faith and complete termination
of the contractual relationship.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 6


(bb)  “Special Circumstance” means a Change in
Control, a Potential Change in Control, or a Default.




(cc)  “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.




(dd)  “Trust” means the FirstEnergy Corp. Trust for
Outside Directors.




(ee)  “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 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.







ARTICLE
2  — DEFERRALS







2.1 Written Election to
Defer Fees




A Director may elect, by notice to the Company,
either in writing or through electronic means approved by the Committee, given
on or before December 31, to defer receipt of all or any specified part of his
or her Director’s Fees earned for services performed during the calendar year
next following his or her election to defer.





2.2 Election Upon
Becoming a Director




Any person who becomes a Director and who was
not a Director on the preceding December 31 may elect, by notice to the Company,
either in writing or through electronic means approved by the Committee, 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
subsequent to such election and for the balance of that calendar
year.





2.3 Election
Irrevocable




An election to defer Director’s Fees shall be
irrevocable as of December 31 preceding the Plan Year for which an election is
made or, in the event of an election made upon becoming a Director pursuant to
Section 2.2, as of the thirtieth (30th) day
after become a Director.





2.4T ransfers 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 7


(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 an Affiliate or which is
acquired and becomes an 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 an Affiliate after such merger or
acquisition or designated as a 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 beneficiary elections made under the plan from which the benefit is
transferred shall continue to be effective under this Plan unless such
designation is amended or changed under the terms of this Plan.




(d)  Provisions regarding such transfers and terms
of participation in this Plan by the Director for whom a benefit is transferred
shall be established by the Committee and shall be set forth in Attachment 2.4
of this Plan.







ARTICLE 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 an 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 T ransfer
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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 8


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 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 except that no change may be made that would constitute a material
modification to the Plan under Code Section 409A.





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
Company common stock 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.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 9


(b)  Rules and Limitations Regarding Bonus
Credit:




(1)  Bonus Credit.  At the time Director’s
Fees are initially deferred under this Plan and credited for investment into the
Deferred Stock Fund, such Director’s Fees except equity retainer fees 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.




(2)  Vesting of Bonus Credit.  A
Participant shall be fully vested in his or her Bonus Credit and all associated
earnings, gains and losses 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 and all associated
earnings, gains and losses if he or she has a Separation from Service due to
death, Retirement, or Disability. Furthermore, a Participant shall be fully
vested in the Bonus Credit and all associated earnings, gains and losses upon a
Special Circumstance or where such Participant has a Separation due to
ineligibility to stand for reelection due to circumstances unrelated to the
Participant’s performance as a Director.




(3)  Forfeiture of Bonus Credit.  If a
Participant incurs a Separation for any reason other than the events set forth
in paragraph (2) above, takes an accelerated
distribution under Section 4.2 or withdraws a portion of his Deferred Stock Fund
under Section 4.3, any unvested Bonus Credit attributable to Director’s Fees to
be distributed shall be forfeited.




(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. Any such direction from a Participant
will become effective as of the date it is received by the
Committee.




(d)  Investment Fund Performance.  The
earnings, gains 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.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 10







(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, gains 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.







ARTICLE 4 —
PAYMENT TO DIRECTOR







4.1 Distribution
Election—Separation from Service




A Participant’s Accounts shall be distributed
upon a Separation from Service in accordance with the Plan and Participants’
elections on file with the Committee. A Participant’s Accounts allocated to
Investment Funds other than the Deferred Stock Fund shall be paid to the
Participant in cash, and the Participant’s Deferred Stock Fund shall be paid in
the form of Company common stock.





(a)  Time of Election.  At the time a
Participant makes his or her deferral election pursuant to either Section 2.1 or 2.2 herein, such
Participant shall also make an election as to the time of distribution and form
of payment of benefits by the Plan with respect to that year’s
deferrals.




Notwithstanding the above, distribution
elections made with respect to deferrals made between January 1, 2005 and
December 31, 2007 may be changed no later than December 31, 2007 in accordance
with IRS Notice 2006-79 and Code Section 409A.





(b)  Form of Payment.  A Participant may
elect to receive benefits under this Plan in a lump sum or in substantially
equal annual installments over a period not to exceed ten (10) years. In the
absence of an election, such Participant’s Accounts shall be distributed in a
lump sum payment in the calendar year next following the Participant’s
Separation, Retirement, death or Disability but not later than January 31 of
such calendar year.




(c)  Time of Payment.  A Participant may
elect to receive benefits under this Plan in the later of:




(1)  the taxable year of the Participant next
following the year in which the Participant has a Separation from Service;
or




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 11







(2)  the taxable year of the Participant specified
by the Participant, but not later than the taxable year next following the year
the Participant attains age seventy-two (72).




(3)




Payments under subsection (c)(1) and (2)
shall be made no later than January 31 of the taxable year elected by the
Participant.




(d)  Amendment of Grandfathered Distribution
Election.  Solely with respect to Accounts that are accrued and vested
as of December 31, 2004 and deemed earnings, gains and losses credited thereon
after that date, a Participant may change the form and/or time of payment of his
or her Account by filing a new superseding election 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.




(e)  Amendment of Other Distribution Elections.
Solely with respect to Account balances that accrue and/or vest after December
31, 2004 including deemed earnings, gains and losses credited thereon after that
date, a Participant may change his or her elections regarding the time and/or
form of benefit payment provided:




(1)  Such election is submitted to the Committee in
writing at least twelve (12) months prior to the date any amount is to be
distributed from the Plan;




(2)  Such election shall not take effect until
twelve (12) months after it is submitted to the Committee in writing;
and




(3)  The payment of any benefits under this Plan
shall not commence until at least five (5) years from the date such payment
would otherwise have been made.




(f)  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. If
such Transfer Amount is subject to the provisions of Code Section 409A, the
elections in effect on the date of transfer shall be irrevocable.




(g)  Unvested Bonus Credit. As of January 1, 2005,
the unvested portion of the Bonus Credit shall be segregated from vested Bonus
Credit amounts and distribution of such vested Bonus Credit shall be made
according to the distribution election in effect with respect to the
Participant’s Deferred Stock Fund that was accrued and vested on December 31,
2004. This election may be changed in accordance with subsection (e)
above.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 12







4.2 Accelerated
Distribution




Solely with respect to Account balances that
were accrued and vested as of December 31, 2004 and deemed earnings, gains and
losses credited thereon after that date, 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)(2). 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
Administrator. If the request is approved by the Administrator, 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 Administrator receives
the request. Such distribution shall completely discharge the Company and the
applicable Affiliate from all liability with respect to the Participant’s
Accounts. When a Participant elects to receive a distribution pursuant to this
Section, such Participant shall not be permitted to elect to defer in the Plan
Year following the year in which the Participant receives such
distribution.





4.3 Withdrawal




(a)  Solely with respect to Account balances that
were accrued and vested as of December 31, 2004 and deemed earnings, gains and
losses credited thereon after that date, 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
Administrator and must specify the amount to be withdrawn and the future date or
dates to be paid. The date(s) must be no earlier than 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 Administrator,
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 Administrator 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 Company common
stock in an administratively reasonable period of time.




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 13







(b)  Solely with respect to Account balances that
accrue and/or vest after December 31, 2004 including deemed earnings, gains
and losses credited thereon after that date, a Participant may, at the time such
Participant makes a deferral election pursuant to Sections 2.1 or 2.2, elect to
withdraw all or a portion of such deferred Director’s Fees plus deemed earnings,
gains and losses and vested Bonus Credit on a specified date provided such date
is no earlier than the second January 1 following the Plan Year to which
the deferral election applies. A Participant may elect to withdraw amounts
allocated to Investment Funds other than the Deferred Stock Fund, amounts
allocated to the Deferred Stock Fund, or all Investment Funds. The Account
balance for a Plan Year that is allocated to the Investment Funds other than the
Deferred Stock Fund shall be distributed prior to a distribution from the
Deferred Stock Fund. Distributions pursuant to this Subsection (b) shall be made
in a single lump sum within ninety (90) days after the date selected by the
Participant. In the event a Participant receives a distribution from the
Deferred Stock Fund and the associated Bonus Credit is not yet vested, such
Bonus Credit shall be forfeited as of the date the Deferred Stock Fund is
distributed to the Participant.




4.4 Financial Hardship
Distributions




Notwithstanding any other provision of the Plan
and solely with respect to Account balances that accrue and/or vest after
December 31, 2004 including deemed earnings, gains and losses credited thereon
after that date, payment from the Participant’s Account may be made to the
Participant, in the sole discretion of the Administrator, by reason of Financial
Hardship. Such payment shall not exceed the amount necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant’s assets, to the extent such
liquidation would not itself cause severe financial hardship. If such a
distribution is made, the Participant’s deferral elections for the Plan Year in
which the distribution is made shall be void and such Participant shall not be
eligible to defer Director’s Fees until the next Plan Year. Payment shall be
made in a single lump sum within thirty (30) days after the date the Financial
Hardship is approved by the Administrator. Distributions shall be made first
from the Investment Funds other than the Deferred Stock Fund and then from the
Deferred Stock Fund, excluding the Bonus Credit.





4.5 Special
Circumstance




Solely with respect to deferrals that were
accrued and vested as of December 31, 2004 and deemed earnings, gains and losses
credited thereon after that date, 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 Company 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 14





Solely with respect to Account balances that
accrue and/or vest after December 31, 2004 and deemed earnings, gains and losses
credited thereon after that date, in the event of a Change in Control that would
also qualify as a change in control event under Code Section 409A(a)(2)(A)(v),
all balances in Investment Funds shall be paid out pursuant to the Participants’
elections not more than ninety (90) days after the Change in Control. This
paragraph shall only apply if all other plans, programs and arrangements
sponsored by the Company or its Affiliates that must be aggregated pursuant to
Code Section 409A are terminated and liquidated within twelve (12) months of the
Change in Control.





4.6 Small
Accounts




Notwithstanding anything herein to the
contrary, if, on the date of the Participant’s Separation, Retirement, death or
Disability, such Participant’s Account balance with respect to amounts that
accrue and/or vest after December 31, 2004 including deemed earnings, gains and
losses credited thereon after that date (plus any amounts that are aggregated
with this Plan under Code Section 409A) are worth less that the then-current
Code Section 402(g)(1)(B) limit, such Accounts shall be paid in a lump sum in
the next following calendar year, but not later than January 31 of such calendar
year, regardless of any elections the Participant may have
made.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 15





ARTICLE 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 his or her death. A Participant shall designate his or her
Beneficiary by completing and signing a Beneficiary designation form and
returning it to the Committee.





5.2 Distribution
Election




The Participant shall designate, in his or her
initial deferral election made after becoming a Director, the time and the
manner of payment to the Beneficiary, which may be either (a) in a lump sum as
soon as practicable after the date of death, but not later than ninety (90) days
after Participant’s date of death; (b) in a lump sum in the calendar year
following the date of the Participant’s death but not later than January 31 of
such calendar year; or (c) 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. In the absence of an election, benefits shall be paid to the
Beneficiary pursuant to (a) above. Such election may be changed by a Participant
at any time and will become effective twelve (12) months after the date it is
received by the Committee.





Amounts credited to the Deferred Stock Fund
shall be distributed in Company common stock. 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.





5.3 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.




5.4 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,
benefits shall be paid to the Beneficiary or Beneficiaries designated by the
Participant in writing filed with the Administrator. 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 16


ARTICLE 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.








ARTICLE 7 —
ADMINISTRATION







7.1 Administrator




Unless another Administrator is selected by the
Board or until a Change in Control, 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 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.





Upon and after the occurrence of a Change in
Control, however, the “Administrator” shall be at least three (3) independent
third parties selected by the individual who, immediately prior to such event,
was the Company’s Chief Executive Officer or, if not so identified, the
Company’s highest ranking officer (the “Ex-CEO”); provided, however, the
Committee, as constituted immediately prior to a Change in Control, shall
continue to act as the Administrator for this Plan until the date on which the
independent third parties selected by the Ex-CEO accept the responsibilities as
the Administrator of this Plan. Upon and after a Change in Control, the
Administrator shall have all discretionary authorities and powers granted to the
Administrator under this Plan including the discretionary authority to determine
all questions arising in connection with the administration of the Plan and the
interpretation of the Plan except benefit entitlement determinations upon
appeal. Upon and after the occurrence of a Change in Control, the Company must:
(1) pay all reasonable administrative expenses and fees of the Administrator;
(2) indemnify the Administrator against any costs, expenses and liabilities
including, without limitation, attorney’s fees and expenses arising in
connection with the performance of the Administrator hereunder, except with
respect to matters resulting from the gross negligence or willful misconduct of
the Administrator or its employees or agents; and (3) supply full and timely
information to the Administrator on all matters relating to the Plan, the
Participants and their Beneficiaries, the Account balances of the Participants,
the date and circumstances of the Retirement, Disability, death or Separation
from Service of the Participants, and such other pertinent information as the
Administrator may reasonably require. Upon and after a Change in Control, a
person serving as a member of the committee acting as Administrator may only be
removed (and a replacement may only be appointed) by the
Ex-CEO.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 17





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
Administrator 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 a committee acting as Administrator 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 Administrator 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.








ARTICLE 8 —
CLAIMS







8.1 Claim




Any person claiming a benefit (“Claimant”)
under the Plan shall present the request in writing to the
Administrator.





8.2 Initial Claim
Review




In the case of a claims regarding Disability,
the Administrator will make a benefit determination within forty-five (45) days
of its receipt of an application for benefits. This period may be extended up to
an additional thirty (30) days, if the Administrator provides the Claimant with
a written notice of the extension within the initial forty-five (45)-day period.
The extension notice will explain the reason for the extension and the date by
which the Administrator expects a decision will be made. The Administrator may
obtain a second thirty (30)-day extension by providing you written notice of
such second extension within the thirty (30)-day extension. The second extension
notice must include an explanation of the special circumstances necessitating
the second extension and the date by which the Administrator’s decision will be
made. If the extension is necessary because additional information is needed to
decide the claim, the extension notice will describe the required information.
The Claimant will have forty-five (45) days after receiving the extension notice
to provide the required information.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 18





In the case of all other claims, the
Administrator will make a benefit determination within ninety (90) days of its
receipt of an application for benefits. This period may be extended up to an
additional ninety (90) days, if the Administrator provides the Claimant with a
written notice of the extension within the initial ninety (90)-day period. The
extension notice will explain the reason for the extension and the date by which
the Administrator expects a decision will be made.





The Administrator will notify the Claimant in
writing, delivered in person or mailed by first-class mail to the Claimant’s
last known address, if any part of a claim for benefits under the Plan has been
denied. The notice of a denial of any claim will include:





(a)  the specific reason for the
denial;




(b)  reference to specific provisions of the Plan
upon which the denial is based;




(c)  a description of any internal rule, guidelines,
protocol or similar criterion relied on in making the denial (or a statement
that such internal criterion will be provided free of charge upon
request);




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




(e)  an explanation of the claims review procedure
under the Plan.




If
the notice described above is not furnished and if the claim has not been
granted within the time specified above for payment of the claim, the claim will
be deemed denied and will be subject to review as set forth in Section 8.3.





8.3 Review of
Claim




If a claim for benefits is denied, in whole or
in part, the Claimant may request to have the claim reviewed. The Claimant will
have one hundred eighty (180) days in which to request a review of a claim
regarding Disability, and will have sixty (60) days in which to request a review
of all other claims. The request must be in writing and delivered to the Appeals
Committee. If no such review is requested, the initial decision of the Appeals
Committee will be considered final and binding.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 19





The request for review must specify the reason
the Claimant believes the denial should be reversed. He or she may submit
additional written comments, documents, records, and other information relating
to and in support of the claim; all information submitted will be reviewed
whether or not it was available for the initial review. The Claimant may request
reasonable access to and copies of, all documents, records, and other
information relevant to the Claimant’s claim for benefits. A member of the
Appeals Committee may not participate in the review of his or her own claim. In
addition, if the Claimant requests a review, a member of the Committee who is a
subordinate of the original decision maker shall not participate in the review
of the claim. The review will not defer to the initial adverse determination. If
the denial was based in whole or in part on a medical judgment, the Appeals
Committee will consult with an appropriate health care professional who was not
consulted in the initial determination of his or her claim and who is not the
subordinate of someone consulted in the initial determination. Names of the
health care professionals will be available on request.





Upon receipt of a request for review, the
Appeals Committee may schedule a hearing within thirty (30) days of its receipt
of such request, subject to availability of the Claimant and the availability of
the Appeals Committee, at a time and place convenient for all parties at which
time the Claimant may appear before the person or committee designated by the
Appeals Committee to hear appeals for a full and fair review of the
Administrator’s initial decision. The Claimant may indicate in writing at the
time the Appeals Committee attempts to schedule the hearing, that he or she
wishes to waive the right to a hearing. If the Claimant does not waive his or
her right to a hearing, he or she must notify the Appeals Committee in writing,
at least fifteen (15) days in advance of the date established for such hearing,
of his or her intention to appear at the appointed time and place. The Claimant
must also specify any persons who will accompany him or her to the hearing, or
such other persons will not be admitted to the hearing. If written notice is not
timely provided, the hearing will be automatically canceled. The Claimant or the
Claimant’s duly authorized representative may review all pertinent documents
relating to the claim in preparation for the hearing and may submit issues,
documents, affidavits, arguments, and comments in writing prior to or during the
hearing.





The Appeals Committee will notify the Claimant
of its decision following the reviews. In the case of a claim regarding
Disability, the Appeals Committee will render its final decision within
forty-five (45) days of receipt of an appeal or such shorter period as may be
required by law. If the Appeals Committee determines that an extension of the
time for processing the claim is needed, it will notify the Claimant of the
reasons for the extension and the date by which the Appeals Committee expects a
decision will by made. The extended date may not exceed ninety (90) days after
the date of the filing of the appeal.





In the case of all other claims, the Appeals
Committee will render its final decision within sixty (60) days of receipt of an
appeal. If the Appeals Committee determines that an extension of the time for
processing the claim is needed, it will notify the Claimant of the reasons for
the extension and the date by which the Appeals Committee expects a decision
will be made. The extended date may not exceed one hundred twenty (120) days
after the date of the filing of the appeal


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 20





If after the review the claim continues to be
denied, the Claimant will be provided a notice of the denial of the appeal which
will contain the following information:





(a)  The specific reasons for the denial of the
appeal;




(b)  A reference to the specific provisions of the
Plan on which the denial was based;




(c)  A statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the claim for
benefits;




(d)  A statement disclosing any internal rule,
guidelines, protocol or similar criterion relied on in making the denial (or a
statement that such information would be provided free of charge upon request);
and




(e)  A statement describing the Claimant’s right to
bring a civil suit under Federal law and a statement concerning other voluntary
alternative dispute resolutions options.




8.4 Review of Claims on
and after a Change in Control.




Upon and after the
occurrence of a Change in Control, the Appeals Committee, as constituted
immediately prior to a Change in Control, shall continue to act as the Appeals
Committee. The Appeals Committee shall have responsibility and the discretionary
authority to review denied claims. In the event any member of the Appeals
Committee resigns or is unable to perform the duties of a member of the Appeals
Committee, successors to such members shall be selected by the Ex-CEO. Upon and
after a Change in Control, the Appeals Committee shall have all discretionary
authorities and powers granted the Appeals Committee under this Plan including
the discretionary authority to determine all questions arising in connection
with the review of a denied claim as provided in this Section. Upon and after
the occurrence of a Change in Control, the Company must: (1) pay all reasonable
administrative expenses and fees of the Appeals Committee; (2) indemnify the
Appeals Committee against any costs, expenses and liabilities including, without
limitation, attorney’s fees and expenses arising in connection with the
performance of the Appeals Committee hereunder, except with respect to matters
resulting from the gross negligence or willful misconduct of the Appeals
Committee or its employees or agents; and (3) supply full and timely information
to the Appeals Committee on all matters relating to the Plan, the Participants
and their Beneficiaries, the Account balances of the Participants, the date and
circumstances of the Retirement, Disability, death, Separation or Separation
from Service of the Participants, and such other pertinent information as the
Appeals Committee may reasonably require. Upon and after a Change in Control, a
member of the Appeals Committee may only be removed (and a replacement may only
be appointed) by the Ex-CEO.





DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 21





ARTICLE 9 —
AMENDMENT, TERMINATION AND PARTICIPATION







9.1 Amendment by
Board




Prior to a Special Circumstance and solely with
respect to amounts deferred and vested as of December 31, 2004 and earnings,
gains and losses credited thereon after that date, the Board may from time to
time, amend, suspend, terminate or reinstate any or all of the provisions of
this Plan, retroactive or otherwise, 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. In addition,
no amendment, suspension, termination or reinstatement shall be made that would
constitute a material modification of the Plan under Code Section 409A after
October 2, 2004.





Prior to a Special Circumstance and solely with
respect to amounts that accrue and/or vest after December 31, 2004 and earnings,
gains and losses credited thereon after that date, the Board may from time to
time amend, suspend, or reinstate any or all of the provisions of this Plan,
retroactive or otherwise, provided such amendment, suspension or reinstatement
does not violate Code Section 409A nor adversely affect the Accounts or benefits
under this Plan of any Participant as they existed immediately before the
amendment, suspension 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
except as provided in Section 9.4 herein. 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.





9.3A utomatic Cessation
of Bonus Credit and Dividends




Unless the Plan is terminated by the Company
prior to the following, the crediting of the 20% Bonus Credit and dividend
equivalent features of this Plan with respect to Company common stock will
automatically cease on May 17, 2014 or earlier if the maximum share reserve of
500,000 shares of Company common stock is reached, unless shareholders reapprove
these features the earlier of the prior date or prior to the depletion of the
maximum share reserve.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 22





9.4 Distribution of
Benefits on Plan Termination




In the event the Board elects to terminate the
Plan as provided under Section 9.2:





(a)  With respect to Accounts that accrued and
vested as of December 31, 2004 and notwithstanding any other provisions of the
Plan, if the Plan is terminated, no subsequent Director’s fees may be deferred
under this Plan as of the January 1 next following the date of termination. 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
and deferral elections regarding the time and form of payment in effect at the
date of termination.




(b)  Solely with respect to Account balances that
accrue and/or vest after December 31, 2004, including deemed earnings,
gains and losses credited thereon after that date, no right to the payment of
benefits shall arise as a result of a Plan Termination;




(c)  The Board may, in its discretion, provide by
amendment to the Plan a right to the payment of all such Account balances as a
result of the liquidation and termination of the Plan where:




(1)  The termination and liquidation does not occur
proximate to a downturn in the financial health of the Company and the
participating Affiliates;




(2)  The Plan and all arrangements required to be
aggregated with the Plan under Code Section 409A are terminated and
liquidated;




(3)  no payments, other than those that would be
payable under the terms of the Plan and the aggregated arrangements if the
termination and liquidation had not occurred, are made within twelve (12) months
of the date the Company takes all necessary action to irrevocably terminate and
liquidate the Plan;




(4)  All payments are made within twenty-four (24)
months of the date the Company takes all necessary action to irrevocably
terminate and liquidate the Plan; and




(5)  The Company and the Affiliates do not adopt a
new arrangement that would be aggregated with any terminated arrangement under
Code Section 409A, at any time within three (3) years following the date the
Company takes all necessary action to irrevocably terminate and liquidate the
Plan.




(d)  Similarly, the Company may, in its discretion,
provide by amendment to liquidate and terminate the Plan where the termination
and liquidation occurs within twelve (12) months of a corporate dissolution
taxed under Code Section 331, or with the approval of a bankruptcy court
pursuant to 11 United States Code Section 503(b)(1)(A), provided that all
amounts deferred under the Plan are included in the Participants’ gross incomes
in the latest of the following years (or, if earlier, the taxable year in which
the amount is actually or constructively received):




DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 23


(1)  The calendar year in which the termination
occurs;




(2)  The calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or




(3)  The first calendar year in which the payment is
administratively practicable.





9.5 Participation by
Affiliates




Affiliates may participate in this Plan as
provided in this Section.





(a)  An Affiliate 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.








ARTICLE 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 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 24





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.








ARTICLE 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 Liability for
Benefits




Except as otherwise agreed in writing,
liability for the payment of a Participant’s benefit under this Plan shall be
borne solely by the Company or the participating Affiliate for which the
Participant served as a Director during the accrual or increase in the benefit.
No liability for the payment of any benefit shall be incurred by reason of Plan
sponsorship or participation except for benefits incurred by the Company for its
Directors and for benefits incurred by an Affiliate for its Directors. Nothing
in this Section shall be interpreted as prohibiting the Company or any
participating Affiliate from expressly agreeing in writing to the assumption of
liability or the guarantee of payment of any benefit under this
Plan.





11.3 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.





11.4 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 25





11.5 Successors




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





11.6 Distribution under
Terms of the Trust or in the Event of Taxation




(a)  If the Trust terminates in accordance with its
terms and benefits accrued and vested as of December 31, 2004 are distributed
from the Trust to a Participant in accordance therewith, the Participant’s
benefits accrued and vested as of December 31, 2004 and deemed earnings, gains
and losses thereon credited after that date under this Plan shall be reduced to
the extent of such distributions.




(b)  If, for any reason, all or any portion of a
Participant’s benefits attributable to deferrals accrued and vested as of
December 31, 2004 and earnings, gains and losses thereon credited after that
date 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 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 ninety (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.




(c)  If this Plan fails to meet the requirements of
Code Section 409A and causes any amounts deferred and/or which became vested
after December 31, 2004 to be included in a Participant’s income prior to
distribution, the Participant shall be paid the amount required to be included
in income as a result of the failure to comply with Code Section 409A and the
Participant’s benefits under this Plan shall be reduced to the extent of such
distributions.




11.7 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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 26





11.8 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 an Affiliate (which might then be composed of new members) or a shareholder
of the Company or an Affiliate, 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 legal counsel of his
or her choice at the expense of the Company and the Affiliate (which 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. The Company and the Affiliate shall pay all attorney fees and all
expenses and costs that are incurred by the Participant during the twenty-year
period commencing on the date of the Change in Control and that relate to the
collection of benefits under this Plan or to defending against the recovery of
any benefits paid by this Plan. If the Participant elects to pay such fees,
expenses and costs, then the Company and the Affiliate shall reimburse the
Participant. The reimbursement of an eligible fee, expense or cost shall be made
on or before the last day of the Participant’s taxable year following the
taxable year in which the expense was incurred. The amount paid or reimbursed
during a Participant’s taxable year shall not affect the payments made in any
other taxable year of the Participant. The right to payment or reimbursement of
such legal fees, expenses and costs is not subject to liquidation or exchange
for another benefit.





11.9 Code
Section 409A




Notwithstanding anything to the contrary in the
provisions of this Plan regarding the benefits payable hereunder and the time
and form thereof, this Plan is intended to meet any applicable requirements of
Code Section 409A and this Plan shall be construed and administered in
accordance with Section 409A of the Code, Department of Treasury regulations and
other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the Effective Date.
In the event that the Company determines that any provision of this Plan or the
operation thereof may violate Section 409A of the Code and related Department of
Treasury guidance, the Company may in its sole discretion adopt such amendments
to this Plan and appropriate policies and procedures, including amendments and
policies with retroactive effect, or take such other actions, as the Company
determines necessary or appropriate to comply with the requirements of Section
409A of the Code.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 27


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.








DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 28


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.





DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 29


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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 30





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.





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.


DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS 7/31/2007
 31