Restricted Stock Unit Agreement (Award 32) - March 1, 2005


Exhibit
10-5

FirstEnergy Corp.

Executive and Directors Incentive Compensation
Plan

Restricted Stock Agreement








	 	 	 	 	 	 	
      Award No.: 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	
      Number of Shares Awarded: _____
      shares

	 	 	 	 	 	 	 
	 	 	 	 	 	 	
      Date of Grant: __________, 20___

	 	 	 	 	 	 	 
	 	 	 	 	 	 	
      Closing Date: __________, 20___










This Restricted Stock Agreement (“Agreement”) is entered into as of ________,.
20__, between FirstEnergy Corp. (“FE”) and _________ the (“Recipient”).




AWARD




On February 17, 1998, The Board of Directors (“Directors”) of FE
adopted the FE Executive and Director Incentive Compensation Plan (“Plan”),
which was approved by the common stock shareholders on April 30, 1998, and
became effective May 1, 1998. As of the date of this Agreement, per the terms of
the Plan, FE grants to the Recipient the above number of restricted shares of FE
Common Stock (“Restricted Shares”) per the terms and conditions of Article 8 of
the Plan. 







GENERAL TERMS




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




Restricted Period





	1.  	
      Restricted Shares shall not be sold, transferred, pledged,
      or assigned, until the earliest of: 








	a)  	
      ________,. 20__,; 





	b)  	
      The date of the Recipient’s death;





	c)  	
      The date that the Recipient’s employment is terminated due
      to Disability (as defined under Section 8.10 of the Plan);
or





	d)  	
      The date that a Change in Control
occurs.










Registration and Certificate Legend




FE shall register a certificate(s) in the name of the Recipient
for the number of Restricted Shares specified above. Each certificate will bear
the following legend until the time that the restrictions lapse:








1










“The sale or transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject
to certain restrictions on transfer set forth in the Executive and Director
Incentive Compensation Plan of the FirstEnergy Corp., in the rules and
administrative procedures adopted pursuant to such Plan, and in a Restricted
Stock Agreement dated March 1, 2005. A copy of the Plan, such rules and
procedures, and such Restricted Stock Agreement may be obtained from the
Corporate Secretary of FirstEnergy Corp.”




Forfeiture 




The Recipient shall forfeit all of the Restricted Stock and any
right to dividends on the Restricted Stock upon the occurrence of any the
following events before the expiration of the Period of Restriction:





	·  	
      Termination of employment with the Company or its
      subsidiaries for any reason other than death or Disability (as defined
      under the then established rules of the Company or any of its
      subsidiaries, as the case may be). 








	·  	
      Any attempt to sell, transfer, pledge, or assign the
      Restricted Shares in violation of the above.







Upon the occurrence of any of the above before the expiration of
the Period of Restriction, the Restricted Stock shall be forfeited by the
Recipient to the Company and the Recipient’s interest in the Restricted Stock
and dividends earned on the Restricted Stock shall terminate immediately in
accordance with the foregoing, unless such forfeiture is waived in the sole
discretion of the Committee.




Voting and Dividend Rights




Subject to the above restrictions, the Recipient shall be
entitled to all other rights of ownership, including, but not limited to, the
right to vote the Restricted Shares and to receive dividends. Dividends payable
during the Restricted Period will be automatically reinvested in restricted
shares that are subject to the same restrictions above.




Expiration of Restricted Period




Should Recipient’s employment with FE continue after expiration
of the Restricted Period, until such time as the Recipient’s employment with FE
and its subsidiaries terminates, the Recipient will not be permitted to sell,
transfer, pledge, or assign (collectively, “Transfer”) the Restricted Shares
issued under this Agreement or any shares received as (or through the
reinvestment of) dividends upon or adjustments to those shares (collective, the
“Transfer Restricted Securities”) to the extent prohibited in this paragraph. If
the Recipient is subject to the employee share ownership guidelines established
by the Committee, then the Recipient may not Transfer any Transfer Restricted
Securities to the extent that the Recipient’s aggregate ownership of FE stock
immediately before and after the Transfer does not meet or exceed the ownership
level that applies to the Recipient under those share ownership guidelines. In
addition, if the Recipient is subject to the employee share ownership guidelines
established by the Committee, in no case may the Recipient Transfer any Transfer
Restricted Securities to the extent that the Transfer, when aggregated with all
of Recipient’s other Transfers, would cause the Recipient to cease to own
directly at least one-half of the Transfer Restricted Securities. Any attempt to
Transfer any Transfer Restricted Securities in violation of the foregoing will
be void, and FE shall not record such transfer on its books or treat any
purported transferee of the Transfer Restricted Securities as the owner of such
shares for any purpose. The Committee may, however, in its sole discretion waive
the foregoing transfer restrictions in whole or in part. In addition, the
Recipient will be permitted to tender Restricted Shares to FE under Section 16.2
of the Plan in the amount necessary to satisfy tax withholding obligations
associated with the Restricted Shares and those shares tendered to FE will not
be considered to be Transfer Restricted Securities.








2










Recipient agrees that FE may maintain custody of the certificate
or certificates evidencing the Transfer Restricted Securities until the
expiration of Recipient’s employment with FE and its subsidiaries in order to
enforce the restrictions provided in this Agreement. Upon the termination of
Recipient’s employment with FE and its subsidiaries for any reason after (or
contemporaneous with) termination of the Restricted Period, Recipient shall be
entitled to have the legend removed from the certificate or certificates,
provided that the Recipient has made the necessary arrangements with FE to
satisfy any withholding obligations. 




Effect on the Employment Relationship




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




Adjustments




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




Administration





	1.  	
      The administration of this Agreement and the Plan will be
      performed in accordance with Article 3 of the Plan. All determinations and
      decisions made by the Committee, the Board, or any delegate of the
      Committee as to the provisions of the Plan shall be final, conclusive, and
      binding on all persons.








	2.  	
      The terms of this Agreement are governed at all times by the
      official text of the Plan and in no way alter or modify the
  Plan.








	3.  	
      If a term is capitalized but not defined in this Agreement,
      it has the meaning given to it in the Plan.








	4.  	
      To the extent a conflict exists between the terms of this
      Agreement and the provisions of the Plan, the provisions of the Plan shall
      govern.








	5.  	
      This Agreement is governed by the laws of the State of Ohio
      without giving effect to the principles of the conflicts of
  laws.




 

 


	 	 	 
	 	FirstEnergy Corp.
	 
 	 
 	 
 
		By:  	
	   	
      
      

                                         
      Corporate Secretary

	 	 






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




 


	 	 	 
	 	
	 
___________________ 	 
 	 
 
	
                 
      Date: 
	
         
      
	
	 	
      

                                        
           
      (Signature of Recipient)
	 	



 

(This is XXX’s
Yst Restricted Stock Grant)

2/21/2005








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