0001031296-19-000010 Sample Contracts

FIRSTENERGY CORP.
Restricted Stock Unit Award Agreement • February 19th, 2019 • Firstenergy Corp • Electric services • Ohio

THIS PERFORMANCE-ADJUSTED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), effective as of March __, 2019 (the “Grant Date”), is entered into by and between FirstEnergy Corp., an Ohio corporation, and its successors (the “Company”), and [NAME] (the “Grantee”).

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U.S. $1,250,000,000 TERM LOAN CREDIT AGREEMENT Dated as of October 19, 2018, Among FIRSTENERGY CORP.,
Credit Agreement • February 19th, 2019 • Firstenergy Corp • Electric services • New York

TERM LOAN CREDIT AGREEMENT, dated as of October 19, 2018, among FIRSTENERGY CORP. (“FE” or the “Borrower”), the banks and other financial institutions (the “Banks”) listed on the signature pages hereof and THE BANK OF NOVA SCOTIA (“Scotiabank”), as administrative agent (the “Administrative Agent”) for the Lenders hereunder.

FIRSTENERGY CORP.
Incentive Compensation Plan • February 19th, 2019 • Firstenergy Corp • Electric services • Ohio

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), effective as of ____________ (the “Effective Date”), is entered into by and between FirstEnergy Corp., an Ohio corporation, and its successors (the “Company”), and [NAME] (the “Grantee”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of October 19, 2018
Credit Agreement • February 19th, 2019 • Firstenergy Corp • Electric services • New York

This AMENDMENT NO. 1, dated as of October 19, 2018 (this “Amendment”), to the Existing Credit Agreement referred to below, is entered into by and among FirstEnergy Corp. (“FE”), The Cleveland Electric Illuminating Company (“CEI”), Metropolitan Edison Company (“Met-Ed”), Ohio Edison Company (“OE”), Pennsylvania Power Company (“Penn”), The Toledo Edison Company (“TE”), Jersey Central Power & Light Company (“JCP&L”), Monongahela Power Company (“MP”), Pennsylvania Electric Company (“Penelec”), The Potomac Edison Company (“PE”) and West Penn Power Company (“West-Penn”, and together with FE, CEI, Met-Ed, OE, Penn, TE, JCP&L, MP, Penelec and PE, the “Borrowers”), the banks and other financial institutions (the “Lenders”) listed on the signature pages hereof, Mizuho Bank, Ltd. (“Mizuho”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder, the fronting banks (the “Fronting Banks”) listed on the signature pages hereof and the swing line lenders (the

AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of October 19, 2018
Credit Agreement • February 19th, 2019 • Firstenergy Corp • Electric services • New York

This AMENDMENT NO. 1, dated as of October 19, 2018 (this “Amendment”), to the Existing Credit Agreement referred to below, is entered into by and among FirstEnergy Transmission, LLC (“FET”), American Transmission Systems, Incorporated (“ATSI”), Mid-Atlantic Interstate Transmission, LLC (“MAIT”) and Trans-Allegheny Interstate Line Company (“TrAILCo”, and together with FET, ATSI and MAIT, the “Borrowers”), the banks and other financial institutions (the “Lenders”) listed on the signature pages hereof, PNC Bank, National Association (“PNC”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder, and the fronting banks (the “Fronting Banks”) listed on the signature pages hereof.

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