Exhibit 10.1





Exhibit 10.1




Execution Copy




Amendment No. 1 to




FirstEnergy Corp. Deferred Compensation Plan for Outside Directors




WHEREAS, FirstEnergy Corp. (the “Company”), established the FirstEnergy Corp. Deferred
Compensation Plan for Outside Directors, effective December 31, 1997, as amended and restated
January 1, 2005 (the “Plan”); and



WHEREAS, Section 9.1 of the Plan generally provides that, prior to a Special Circumstance (as
defined in the Plan) and subject to certain conditions, the Plan may be amended from time to time
by the Board of Directors of the Company (the “Board”); and



WHEREAS, the Board now desires to amend the Plan to eliminate the twenty percent bonus credit
for directors’ fees deferred into the Deferred Stock Fund of the Plan;



NOW, THEREFORE, in accordance with Section 9.1 of the Plan, the Plan is amended, effective as
of January 1, 2011, as follows:




1. Section 3.5(b)(1) is hereby amended by the deletion of said Section 3.5(b)(1) in
its entirety and the substitution in lieu thereof of a new Section 3.5(b)(1) to read as
follows:




“(1) Bonus Credit. With respect to deferrals of Director’s Fees earned for services
performed during the calendar years ending prior to January 1, 2011 and that otherwise
would have been payable no later than December 31, 2010, at the time such 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. Section 9.3 is hereby amended by the deletion of said Section 9.3 in its entirety
and the substitution in lieu thereof of a new Section 9.3 to read as follows:




“9.3 Automatic 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 feature of this Plan with respect to Company common stock will
automatically cease on January 1, 2011 with respect to Director’s Fees earned for services
performed during any calendar years that commence on or after January 1, 2011 and that
otherwise would have been payable later than December 31, 2010, or earlier if the maximum
share reserve of 500,000 shares of Company common stock is reached.




Unless the Plan is terminated by the Company prior to the following, the crediting of
the dividend equivalent feature 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 this feature the
earlier of the prior date or prior to the depletion of the maximum share reserve.”



IN WITNESS WHEREOF, the Board of Directors of FirstEnergy Corp., has caused this Amendment
No. 1 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors to be executed on this
19th day of October, 2010, effective as of the date set forth above.



	 	 	 	 	 
	 	FIRSTENERGY CORP.

 	 
	 	By:  	/s/ Anthony J. Alexander
 	 
	 	 	Anthony J. Alexander,  	 
	 	 	President and Chief Executive Officer of
FirstEnergy Corp. 	 



 


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