FirstEnergy (FE)

Overview

        In 2007 the Committee recommended changes to the executive officer and other key employee incentive programs resulting in shareholder approval of an amended and renamed FirstEnergy Corp. 2007 Incentive Plan (later referred to as the Plan), which provides for the granting and payout of STIP and LTIP awards. Changes to the Plan include increasing the number of shares available under the Plan; increasing the limits or amounts each executive could receive for various types of awards; and other administrative changes, all as disclosed in the proxy statement for the Annual Meeting of Shareholders on May 15, 2007. Also, beginning in 2007, all grants for restricted stock units and restricted stock require that the tax obligations be paid by selling shares on the open market on the date of vesting.

        In 2008, the Committee approved the following changes to the long-term incentives:

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Eliminating the share value protection rights to further align our grants with the competitive practices of our peers,

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Eliminating the 12 month minimum service requirement to receive an award of performance-adjusted restricted stock units and performance shares, and prorating the awards based on full months service, and



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Eliminating the requirement that a termination must occur upon a change of control for grants to vest.

        The Company does not gross-up equity or cash awards to cover the tax obligations for executives unless required to do so under the terms of the Special Severance Agreement as described in the Change in Control section of this proxy statement.

        Grant awards, either individually or in the aggregate, as appropriate, are designed to meet specific guidelines established by the Committee. The award agreements address such items as accelerated vesting upon death, disability, or change of control, forfeitures, and possible pro-rated payouts.