0001031296-08-000049 Sample Contracts

FirstEnergy Corp. Executive and Directors Incentive Compensation Plan Restricted Stock Unit Agreement Award No.: RSUP9 Number of Shares Awarded: XXX shares Grantee: Richard R. Grigg (per Employment Agreement dated 2/26/2008)
Restricted Stock Unit Agreement • February 29th, 2008 • Toledo Edison Co • Electric services • Ohio

This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of the 27th day of February 2008 between FirstEnergy Corp. and the “Grantee." For the purposes of this Agreement, the term “Company” or “FE” means FirstEnergy Corp. and/or its subsidiaries, singularly or collectively.

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February 26, 2008 Mr. Richard R. Grigg Richfield, OH 44286 Dear Dick,
Toledo Edison Co • February 29th, 2008 • Electric services

Based on our discussions we have mutually agreed to extend the expiration date of your January 16, 2007, amendment to your July 20, 2004 employment agreement (collectively the “Prior Agreements”) from March 31, 2008 to June 30, 2010.

ASSET PURCHASE AGREEMENT By and Between CALPINE CORPORATION AS SELLER And FIRSTENERGY GENERATION CORP. AS BUYER Dated as of January 28, 2008
Asset Purchase Agreement • February 29th, 2008 • Toledo Edison Co • Electric services • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2008, is made by and between Calpine Corporation, a Delaware corporation (the “Seller”), and FirstEnergy Generation Corp., an Ohio corporation (the “Buyer”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 14.

FirstEnergy Corp. Executive and Directors Incentive Compensation Plan (Plan) Restricted Stock Agreement Amendment Dated as of February 26, 2008 to Restricted Stock Agreement 32 (RS32) Dated March 1, 2005
Restricted Stock Agreement • February 29th, 2008 • Toledo Edison Co • Electric services

FirstEnergy Corp. (“Company”), as authorized by the Compensation Committee of its Board of Directors on February 18, 2008, and in accordance with Section 3.3 of the above captioned Plan, and per the terms of your Employment Agreement dated February 26, 2008, amends Restricted Stock Agreement 32 between the Company and Gary R. Leidich (“Recipient”) as follows:

Special Severance Agreement
Special Severance Agreement • February 29th, 2008 • Toledo Edison Co • Electric services • Ohio

The Board of Directors (the "Board") of FirstEnergy Corp. (the "Company") recognizes that, as is the case with many publicly held corporations, there always exists the possibility of a change in control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of members of management of the Company and its subsidiaries to the detriment of the Company and its shareholders.

Contract
Consent And • February 29th, 2008 • Toledo Edison Co • Electric services
February 26, 2008
Letter Agreement • February 29th, 2008 • Toledo Edison Co • Electric services

The purpose of this letter agreement (“Agreement”) is to set forth the general terms and conditions of your continued employment with FirstEnergy Service Company or any of its affiliates (collectively “FirstEnergy” or the “Company”) for the term of this Agreement:

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