EXECUTIVE SEVERANCE BENEFITS PLAN INTRODUCTION2ELIGIBILITY2Circumstances not Covered By the Plan2Rights to Employment2Severance Benefits Will be Contingent Upon Release Agreement3Relationship to the Pension Plan330 Days Paid Notice3SEVERANCE BENEFITS3Severance Pay3Integration With Other Payments 4COBRA Based Continuation of Health Care and Dental Care5Employee Assistance Program Continuation5Career Transition Services5Applying for Benefits5Benefits Claims and Appeals Procedures5Claims Process6Appeals Committee6Appeals Process7OTHER FACTS AND INFORMATION7Benefits Rights7Source of Benefits8Participants Rights8Plan Is Not An Employment Contract9Administration9Section 409A Compliance9Type of Plan11Contributions11Participating Employers11Agent for Service of Legal Process11

Effective August 1, 2002, if you terminate employment with FirstEnergy Corp. or any of its operating companies (collectively, the Company) to which the FirstEnergy Executive Severance Benefits Plan (the Plan) and its provisions have been extended, (see section entitled “Participating Employers”) you generally are eligible to receive or continue certain employee benefits, such as group health care and dental coverage, according to the Company’s policies or plans in effect as of the date of your termination, or as required by law, provided you fulfill the conditions precedent set forth herein. Refer to your employee benefits handbook or contact your local Human Resources representative for specific details regarding benefits availability upon termination of employment.

If you are an executive of the Company in Compensation Incentive Tier levels two through four, you will be offered these additional severance benefits if you are involuntarily separated when business conditions require the closing of a facility, corporate restructuring, a reduction in workforce, or job elimination. The Chief Executive Officer is not covered under this Plan. Any severance benefits payable to the Chief Executive Officer will be determined by the Compensation Committee and/or the Board of Directors.

For the purposes of the Plan, you would also be considered involuntarily separated and eligible to be offered severance benefits if you turn down a job assignment that would: result in a material reduction in your current base pay; contain a requirement that you must make a material relocation from your current residence for reasons related to the new job; or result in a material change in your daily commute from your current residence to a new reporting location. Any reassignment which results in your current residence to your new reporting location being at least 50 miles farther than your current residence to your previous reporting location is considered material. Provided, however, that in order to receive these severance benefits, you must provide notice to the Company within 30 days of the termination date for your existing job, and the Company does not remedy the condition within 30 days of such notice. Turning down a job assignment that did not result in any of the above material changes will be considered a voluntary termination of employment and you will not be offered severance benefits. Accepting a position with a Company affiliate, either before the date you sign the Release required below, or up until the receipt of a severance benefit, will result in ineligibility for benefits.

The Company offers these additional severance benefits in accordance with the terms of this Plan to aid in the transition to employment with other organizations.

 

Circumstances Not Covered By The Plan No severance benefits will be offered to you if you separate employment from the Company for any other reason than those specified above. These circumstances not covered by the Plan include, but are not limited to: voluntary resignation; a discharge or demotion for misconduct, poor job performance, or absenteeism; or the failure to return from a leave of absence. In addition, you will not be offered benefits under this Plan if, as a result of a merger or acquisition of the Company or any of its assets, your employment with the acquiring or merging company is continued consistent with the eligibility requirements set forth above and you do not become unemployed. The Company expressly reserves the right to expand the circumstances under which severance benefits will not be offered or to limit the amount of severance benefits described in this Plan.

Rights To Employment It is emphatically not the intent of the Company to confer through this Plan, either expressly or by implication, any rights to employment, any recall rights, any right of

rehire or preference in rehire upon any employee. It is further not the intent of the Company to suggest that it may demote or terminate the employment of any employee only upon a showing of misconduct, poor job performance, or absenteeism. The Company specifically reserves the right to demote or terminate the employment of any employee at any time in accordance with applicable law, and/or Company policy, and/or any applicable collective bargaining agreement.

Severance Benefits Will Be Contingent Upon Release Agreement Upon your involuntary separation from employment for the reasons described above, you will be offered the severance benefits outlined below.

Your receipt of severance pay, receipt of any applicable waiver of COBRA premium, and eligibility for the training stipend are all contingent upon your signing an agreement releasing the Company from any and all legal claims as a result of your separation from employment. The release agreement will be provided to you with the offer of severance benefits. You will have at least 21 days (but no more than 53 days) to consider whether to accept the severance benefits offered and sign the release. The length of this consideration period is established at the discretion of the Company and/or in accordance with applicable law, but will not exceed 53 days.

Upon signing the release, you will then have an additional seven days to revoke it. No severance benefits will be paid until after the revocation period has expired. If the release is not signed and irrevocable by the end of the period prescribed by the Company, you will be ineligible to receive the severance benefits provided under the Plan. In no event may the total period allowed for the release to be signed and become irrevocable exceed 60 days.

Your receipt of the Employee Assistance Program continuation and career transition services is not contingent upon your signing an agreement releasing the Company from any and all legal claims as a result of your separation from employment.

Relationship to the Pension Plan If you are involuntarily separated from the Company under circumstances which would qualify you for benefits under this Plan, you may also be eligible for an early retirement benefit rather than a vested pension benefit, commencing as early as age 55, from the Company’s Pension Plan(s). In accordance with the terms of the Pension Plan, to be eligible for the early retirement benefit, you must - at the time of your separation - be between the ages of 50 and 54 inclusive, have 10 years of eligible service as defined by the Pension Plan(s), and be eligible for and have elected severance benefits under this Plan by signing and not revoking the required release. Eligibility for the early retirement benefit does not determine eligibility for any other retiree benefits, i.e. health care, retiree life insurance, etc.

30 Days’ Paid Notice If you qualify for benefits under this Plan, you will be provided 30 calendar days paid notice. For example, you may be notified on August 1 that your employment will terminate effective August 31. Your payroll status will be that of an active employee during the 30 calendar day notice period. At the discretion of management, you may be required to work during the 30 calendar day paid notice period.

Severance Pay If you are an executive who falls within Compensation Tier four, you will receive three weeks’ base pay for each full year of service. The minimum and maximum severance pay amounts are 26 weeks pay and 65 weeks’ pay, respectively.

If you are an executive with in Compensation Incentive Tier two or three, you will receive 3 weeks’ base pay for each full year of service. The minimum severance payment amount at this level is 52 weeks’ base pay and, effective as of January 1, 2011 for all eligible executives other than those who have qualified for the severance benefits under the terms of the Plan as of such date, the maximum severance pay amount at this level is 104 weeks’ base pay.

For the purposes of this Plan the number of your full years of service will be equal to your whole years of credited service under the Company’s Pension Plan(s) as of January 1 of the year in which you are involuntarily severed plus one year.

Any employee who is terminated and accepts benefits under this Plan, and is subsequently rehired, will receive credit for pension purposes of hours paid/worked during the course of employment pursuant to the terms set forth in the FirstEnergy Pension Plan.

For purposes of the Plan, a full-time regular employee’s base week’s pay shall be calculated as 40 hours per week paid at the employee’s base rate of pay. The total severance amount will be paid in a lump sum as soon as administratively possible, but no later than 90 days after the later of your separation or the expiration of the period for revoking the release described above.

Severance payments are subject to income tax withholding at the supplemental federal rate in addition to any applicable state or local withholding. Applicable FICA and Medicare withholding also will apply. Severance payments are not considered compensation for the Company’s Pension Plan(s) or Savings Plan(s) or for any other benefits determination, except as set forth above.

X 30 weeks’ severance pay                    $102,461.70 = Gross severance pay

X 30 weeks’ severance pay                    $126,230.70

Apply minimum of 52 weeks: $218,800 = Gross severance pay

Integration With Other Payments Benefits under this Plan are not intended to duplicate such benefits as severance pay or similar benefits under other benefit plans or employment contracts or applicable laws including the Worker Adjustment Retraining Notification Act of 1988. To the extent permitted by law and should such other benefits be payable, your benefits under this Plan will be reduced accordingly. As an alternative, benefits previously paid under this Plan will be treated as

having been paid to satisfy such other benefit obligations. In either case, the Plan Administrator will determine how to apply this provision and may override other provisions in this Plan by doing so. The Company further reserves the right to reduce the amount of severance pay to recover any amounts which you may otherwise owe to the Company; provided that, if the severance pay is subject to Section 409A of the Internal Revenue Code, such reduction shall be done in compliance with Section 409A.

COBRA Based Continuation of Health Care and Dental Care For an executive employee who is eligible for and elects continuation of health care and/or dental care under COBRA, the Company will waive the COBRA premium for a period equal to the number of weeks to which the severance payment relates, as defined above under “Severance Pay” (the COBRA Severance Benefit Period). This is a waiver of the COBRA premium only. Any monthly premium that would otherwise be due during this period as if you were an active employee will remain your responsibility and is not waived. YOU MUST SPECIFICALLY ELECT AND QUALIFY FOR COBRA COVERAGE IN ORDER TO RECEIVE THIS BENEFIT. If you cease to qualify for COBRA coverage at any time during this COBRA premium waiver period, the Company’s obligations under this subparagraph shall cease. If you continue to qualify for COBRA coverage at the expiration of the COBRA premium waiver period, you would be responsible for paying the COBRA premium for the remainder of the COBRA period (for as long as you remain eligible). If an executive elects continuation of benefits under COBRA, the Company provided portion of the premium in excess of the amount generally provided to all salaried employees is taxable income and is subject to income tax withholding at the supplemental federal rate in addition to any applicable state or local withholding. Applicable FICA and Medicare withholding also will apply.

The period of Company paid COBRA coverage provided under this provision will run concurrently with, and count towards, the maximum COBRA continuation period. The waiver of the COBRA premium provided for under this provision will terminate on the earlier of the end of the month in which the COBRA Severance Benefit Period concludes or the end of the COBRA continuation period.

Employee Assistance Program Continuation The behavioral health counseling services of the Work/Life Employee Assistance Program will be continued for you and your eligible dependents for six months. This program provides assessment, treatment and/or referral services for all personal problems.

Career Transition Services At the Company’s discretion, a professional career counseling agency chosen by the Company may provide a career transition program that emphasizes job search strategies, interview techniques, resume preparation, and self-assessment; provided, however, that such services will not be provided beyond the last day of the second calendar year following your termination of employment.

Applying For Benefits Severance benefits will be offered automatically for those who qualify under the provisions of this Plan. It is not necessary for you to submit a claim unless you believe you qualify and have not been notified that you will be offered severance benefits. A claim must be filed with the Plan Administrator within 90 days of your separation of employment date.

The Plan Administrator is FirstEnergy Service Company.

Benefits Claims and Appeals Procedures The following is an outline of the procedures for the processing of a claim and summarizes the duties and responsibilities of the FirstEnergy Employee Benefit Claims and Appeals Committee (the Appeals Committee) established to handle the appeal of any claims determination made by the Plan Administrator relative to the eligibility and entitlement of a participant, beneficiary or other claimant to benefits offered under this Plan.

Claims Process A Claim as referred to in this document is a request for a Plan benefit. Claims for benefits must be in writing, signed by the participant, beneficiary or other claimant, and submitted on the appropriate form and in a manner acceptable to the Plan Administrator.

The Plan Administrator shall process the claim and notify the claimant of the initial determination of entitlement to benefits within 90 days. The Plan Administrator may take up to an additional 90-day period to make the initial determination if required due to extenuating circumstances. If an additional 90-day extension is required, the participant will be notified in writing of the extension, the extenuating circumstances requiring additional time and the date by which the Plan Administrator expects to make a benefit determination.

If the Plan Administrator is unable to reach a decision because of unresolved issues or missing information, the claimant will be notified of the standards on which the entitlement to the benefit is based, the unresolved issues that prevent a determination on the claim and the additional information needed to reach a decision. The claimant will be given 45 days to resolve such issues or to provide any such additional information. The time period required for the Plan Administrator to make a determination would be extended by the period of time required from the date the notice is mailed, to the date on which the claimant’s response is received. If the claimant fails to respond to the request within the 45-day period, the Plan Administrator will make the initial benefit determination based on the circumstances surrounding unresolved issues and information available at that time.

  

If the Plan Administrator denies any part or all of the initial claim for benefits, the participant will be notified in writing, stating the reason for the denial and the Plan provisions on which the denial is based. The claimant shall be entitled to receive, upon written request, reasonable access to and copies of all documents, records and other information relevant to the claim for benefits. The denial will provide a description of any additional information or material necessary for the claimant to perfect the claim and an explanation as to why the additional information or material is required. The denial will further provide an explanation of the claims appeal procedure and the time limits for filing an appeal. Such notice of denial or any other notice as referred to in this procedure shall be deemed duly given when addressed to the claimant and mailed by first class mail to the address last appearing in the records of the Plan Administrator or Appeals Committee.

The participant shall have 60 days from the date of the initial benefit determination to file an appeal. The claimant will have the opportunity to submit written comments, documents or other information in support of the claim as part of the appeal. The appeal must be mailed to the FirstEnergy Employee Benefits Claims and Appeals Committee, 76 South Main Street, Akron, Ohio 44308.

Appeals Committee The Appeals Committee shall consist of at least 3 employees of FirstEnergy Service Company representing the Human Resources, Investment Management and Legal

Departments, as shall be appointed by the Chief Executive Officer of FirstEnergy Corp. Such members may designate others in their respective Department to serve in their place at Appeals Committee meetings. The Appeals Committee will meet monthly to review and render a decision on any appeal of a determination on an initial claim for benefits made by the Plan Administrator. In making its decision, the Appeals Committee will have full power and authority to interpret the Plan, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the amount of benefits, if any, payable to the claimant in accordance with the provisions of the Plan. The Appeals Committee will not defer to the original determination but will independently review the initial claim for benefits and consider all comments, documents and other information submitted as part of the appeal in making its decision. In addition, neither the person who made the initial determination nor that person’s subordinate will participate in the decision on the appeal.

Appeals Process The Appeals Committee will review and make its decision on the appeal and notify the participant within a reasonable period of time, but not later than 60 days after the receipt of the claim, unless circumstances require an extension of time. In no event shall the extension of time exceed 60 days. If an additional 60-day extension is required, the participant will be notified in writing of the extension.

The participant will be notified in writing of the Appeal Committee’s decision within 5 workdays of the decision being made. If the Committee’s decision is to uphold the denial of benefits, the notification will include the reason for the denial and the Plan provisions on which the denial is based. The claimant shall be entitled to receive, upon written request, reasonable access to and copies of all documents, records and other information on which the decision was based.

The claimant must exhaust the above appeals process prior to any action at law, in equity, pursuant to arbitration or otherwise. The participant shall have 180 days from the date of the decision of the Appeals Committee to file an action in court. No legal action may be commenced against the Plan, the Plan Administrator or the Appeals Committee more than 180 days after the Appeal Committee’s decision has been made with respect to all or any portion of the claim for benefits.

Benefits Rights Severance benefits are not vested. The Plan may be amended or terminated by the Chief Executive Officer of FirstEnergy Corp. or his appointed designee at any time. However, any such amendment or termination will not adversely affect an employee who already has qualified for the severance benefits under the terms of the Plan prior to the date of the Plan’s amendment or termination. Severance benefits under this Plan are voluntary on the part of the Company and are not required by any legal obligation other than the Plan itself.

This summary describes the severance benefits under the Plan available to eligible employees. When it deems it is in the Company’s best interest to do so, the Chief Executive Officer of FirstEnergy Corp. or his appointed designee may authorize additional severance benefits not contained in this Plan to an eligible employee other than Section 16 Insiders on a case-by-case basis. Additionally, the CEO may not make adjustments to the severance benefits for Senior Management Committee members without advance discussion with the Compensation Committee of the Board of Directors.

Source of Benefits This Plan is unfunded. The benefits under this Plan are paid directly by the Company from its general assets.

Participant’s Rights As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (“ERISA"). ERISA provides that all Plan participants shall be entitled to:

need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Plan Is Not An Employment Contract The Plan shall not be deemed to constitute a contract between the Company and any employee nor shall anything herein contained be deemed to give any employee any right to be retained in the employ of the Company or to interfere with the right of the Company to demote or discharge any employee at any time and to treat the employee without regard to the effect which such treatment might have upon the employee as a participant in the Plan.

Administration The Plan is administered by FirstEnergy Service Company, and the Plan Administrator has the sole discretion and exclusive authority to interpret this Plan, determine whether an employee who terminates employment from the Company qualifies for benefits from this Plan, and is responsible for all aspects of administration. All decisions of the Plan Administrator shall be considered final and binding. Inquiries should be made to the Plan Administrator, Executive Severance Benefits Plan, c/o FirstEnergy Corp., 76 South Main Street, Akron, OH 44308.

Section 409A Compliance For purposes of eligibility for benefits under this Plan, a “separation” must be a “separation from service” as such term is defined in Treasury regulations issued under Section 409A of the Internal Revenue Code (“Section 409A”). Unless provided otherwise below, benefits under this Plan will be paid no later than the last day of the second taxable year of the participant following the taxable year of the participant in which the separation from service occurs.

It is the intention and purpose of the Company that this Plan shall be, at all relevant times, in compliance with (or exempt from) Section 409A and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Section 409A and such other laws. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or payments under, this Plan and the Company shall have no responsibility for tax or legal consequences to you (or your beneficiaries) resulting from the terms or operation of this Plan. To the extent the context requires, all references to “termination of employment” or a “separation” in this Plan shall refer to events which constitute a “separation from service” as defined under Section 409A.

If any benefits payable under this Plan are subject to, and not exempt from, Section 409A, then the following rules apply:

Type of Plan The Plan is a welfare benefit plan.

Contributions No contributions are required by employees for the severance benefits covered under this Plan. All contributions to provide these benefits are made by the Company.

Additions or deletions to the list of Participating Employers may be made at any time at the sole discretion of the Program Sponsor. An up-to-date listing of Participating Employers may be obtained from the Plan Administrator.

FirstEnergy Service Company c/o