SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) September 12, 2003



Commission      Registrant; State of Incorporation;         I.R.S. Employer
File Number       Address; and Telephone Number             Identification No.
-----------     -----------------------------------         ------------------

333-21011        FIRSTENERGY CORP.                             34-1843785
                 (An Ohio Corporation)
                 76 South Main Street
                 Akron, Ohio  44308
                 (800) 736-3402





Item 5.   Other Events

          This current  report on Form 8-K files an exhibit to the  Registration
Statement on Form S-3 (No. 333-103865) filed by FirstEnergy Corp. (Company) with
the Securities and Exchange  Commission  (SEC) under the Securities Act of 1933,
as amended  (Securities  Act),  on March 17, 2003,  as amended by  Pre-Effective
Amendment No. 1 thereto,  filed with the SEC under the  Securities Act on August
27, 2003.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c)   Exhibits

Exhibit No.     Description

1(a)            Underwriting  Agreement,  dated September 12, 2003,  between the
                Company and  Citigroup  Global  Markets Inc. and Morgan  Stanley
                &  Co.   Incorporated,   as   representatives   of  the  several
                underwriters named therein, relating to the offer and sale of up
                to 32,200,000  shares of the Company's  common stock,  par value
                $0.10 per share.

                                       1







                                    SIGNATURE



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



September 24, 2003



                                            FIRSTENERGY CORP.
                                               Registrant


                                            /s/  Harvey L. Wagner
                                  --------------------------------------------
                                                 Harvey L. Wagner
                                             Vice President, Controller
                                            and Chief Accounting Officer

                                       2





                                                                  Exhibit 1(a)
                                                                EXECUTION COPY













                                FIRSTENERGY CORP.

                                   ----------


            28,000,000 SHARES COMMON STOCK, PAR VALUE $.10 PER SHARE




                             UNDERWRITING AGREEMENT





September 12, 2003





                                                              September 12, 2003


Citigroup Global Markets Inc.
Morgan Stanley & Co. Incorporated
and the other Underwriters listed on Annex A hereto
c/o
Citigroup Global Capital Inc.
388 Greenwich Street
New York, New York 10013
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

          I.  FirstEnergy  Corp., an Ohio  corporation  (hereinafter  called the
"Company"),  proposes,  subject to the terms and conditions  stated  herein,  to
issue and sell to Citigroup Global Capital Inc. ("Citigroup"),  Morgan Stanley &
Co. Incorporated ("Morgan Stanley"), and each of the other underwriters named on
Annex A hereto (collectively,  the "Underwriters",  which term, when the context
permits, shall also include any underwriters substituted as hereinafter provided
in  Section  X),  for  whom   Citigroup   and  Morgan   Stanley  are  acting  as
representatives (in such capacity, the "Representatives"), and the Underwriters,
upon the basis of the  representations  and  warranties  herein  contained,  but
subject to the conditions  hereinafter stated, agree to purchase,  severally and
not  jointly,  from the  Company  the number of shares of the  Company's  common
stock,  par value $.10 per  share,  identified  in Annex B hereto,  set forth on
Annex A hereto  opposite  their  names  (in an  aggregate  number  of  shares of
28,000,000), together with associated share purchase rights, at a purchase price
(the "Purchase  Price")  identified in Annex B hereto (the "Firm  Shares").  The
Company  also  proposes,  subject  to the same terms and  conditions  referenced
above,  to  issue  and sell to the  Underwriters  not  more  than an  additional
4,200,000  shares of its common stock,  par value $.10 per share,  together with
associated share purchase rights (the "Additional Shares"), if and to the extent
you, as  Representatives,  shall have  determined to exercise,  on behalf of the
Underwriters,  the right to purchase such shares of the Company's  common stock,
par value $.10 per share, granted to the Underwriters in Section III hereof. The
Firm Shares and the Additional Shares are hereafter  collectively referred to as
the  "Shares."  The shares of common  stock,  par value  $.10 per share,  of the
Company to be outstanding after giving effect to the sales  contemplated  hereby
are hereinafter referred to as the "Common Stock."

          The Company has filed with the Securities and Exchange Commission (the
"Commission")  a  registration  statement  on Form S-3,  including a  prospectus
(Registration No. 333-103865),  for the registration of $2,000,000,000 aggregate
par value and/or principal amount of its debt  securities,  common stock,  share
purchase  contracts  and/or  share  purchase  units,  and  will  file  with  the
Commission a final prospectus  supplement  specifically relating to the terms of
the  Shares  pursuant  to Rule  424(b)  under  the  Securities  Act of 1933 (the
"Securities Act"). Such registration statement has become effective. The Company
qualifies for use of Form S-3 for the registration of the Shares, and the Shares
are registered  under the Securities Act. The prospectus  forming a part of such
registration  statement,  at the time such  registration  statement (or the most
recent  amendment  thereto  filed  prior  to the time of  effectiveness  of this
Agreement) became effective,  including all documents  incorporated by reference
therein at that time pursuant to Item 12 of Form S-3, is hereinafter referred to
as the "Basic Prospectus." In the event that (i) the Basic Prospectus shall have
been amended, revised or supplemented prior to the time of effectiveness of this
Agreement, including without limitation by any preliminary prospectus supplement
relating to the Shares, or (ii) the Company shall have filed documents  pursuant
to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the time such  registration  statement (or the most recent amendment
thereto  filed  prior to the time of  effectiveness  of this  Agreement)  became
effective and prior to the time of  effectiveness  of this Agreement,  which are
incorporated or deemed to be  incorporated by reference in the Basic  Prospectus
pursuant  to Item 12 of Form S-3,  the term  "Basic  Prospectus"  as used herein



reflecting such incorporation by reference.  Such registration  statement in the
form in  which  it  became  effective  and as it may have  been  amended  by all
amendments thereto as of the time of effectiveness of this Agreement (including,
for these  purposes,  as an amendment any document  incorporated or deemed to be
incorporated   by  reference  in  the  Basic   Prospectus   (the   "Incorporated
Documents")),  and the Basic  Prospectus as it shall be  supplemented to reflect
the terms of the offering and sale of the Shares by a prospectus supplement (the
"Prospectus Supplement") to be filed with the Commission pursuant to Rule 424(b)
under the  Securities  Act,  are  hereinafter  referred to as the  "Registration
Statement" and the "Prospectus," respectively.

                                       II.

          The Company is advised by you that the Underwriters  propose to make a
public  offering  of their  respective  Shares as soon after  this  underwriting
agreement  (the  "Agreement")  is entered into as in your judgment is advisable.
The  Company is further  advised by you that the Shares are to be offered to the
public at the public  offering  price set forth in Annex B hereto.  Annex B also
sets forth the maximum concession and reallowance per Share.

                                      III.

          On the basis of the representations  and warranties  contained in this
Agreement,  and subject to its terms and conditions,  the Company agrees to sell
to the Underwriters the Additional  Shares,  and the Underwriters shall have the
right to purchase,  severally and not jointly, up to 4,200,000 Additional Shares
at the Purchase Price. The  Representatives may exercise this right on behalf of
the  Underwriters in whole or from time to time in part by giving written notice
of each election to exercise the option not later than 30 days after the date of
this  Agreement.  Any  exercise  notice shall  specify the number of  Additional
Shares to be purchased by the Underwriters and the date on which such shares are
to be  purchased.  Each purchase date must be a least one business day after the
written  notice is given and may not be earlier  than the  closing  date for the
Firm  Shares nor later  than ten  business  days after the date of such  notice.
Additional  Shares may be purchased as provided in Section IV hereof  solely for
the purpose of covering  over-allotments made in connection with the offering of
the Firm Shares. On each day, if any, that Additional Shares are to be purchased
(an "Option Closing Date"), each Underwriter agrees,  severally and not jointly,
to purchase the number of  Additional  Shares  (subject to such  adjustments  to
eliminate fractional shares as the Representatives may determine) that bears the
same proportion to the total number of Additional Shares to be purchased on such
Option  Closing  Date as the  number of Firm  Shares set forth in Annex B hereto
opposite the name of such Underwriter bears to the total number of Firm Shares.

                                       IV.

          Payment for the Firm Shares  shall be made to the Company or its order
by wire transfer or by certified or official bank check or checks in immediately
available funds at the office of Pillsbury Winthrop LLP, One Battery Park Plaza,
New York,  N.Y., at 10:00 A.M.,  New York City time,  upon delivery of such Firm
Shares for the respective  accounts of the Underwriters,  on September 17, 2003,
or at such other time on the same or such other date,  not later than  September
24,  2003,  as we shall  mutually  agree.  The time and date of such payment and
delivery are herein referred to as the Closing Date.

          Payment for any Additional  Shares shall be made to the Company or its
order by wire  transfer  or by  certified  or  official  bank check or checks in
immediately available funds at the office of Pillsbury Winthrop LLP, One Battery
Park Plaza,  New York, N.Y., at 10:00 A.M., New York City time, upon delivery of
such Additional Shares for the respective  accounts of the Underwriters,  on the
date specified in the  corresponding  notice described in Section III or at such
other  time on the same or on such  other  date,  in any event  not  later  than
October 24, 2003, as shall be designated in writing by you. The time and date of
such payment are hereinafter referred to as the "Option Closing Date."

          The Firm Shares and  Additional  Shares  shall be  registered  in such
names and in such  denominations  as you shall request in writing not later than

                                       2



two full  business  days  prior to the  Closing  Date or the  applicable  Option
Closing Date, as the case may be. The Firm Shares and Additional Shares shall be
delivered to you on the Closing Date or an Option  Closing Date, as the case may
be, for the respective  accounts of the  Underwriters,  with any transfer taxes,
payable in connection with the transfer of the Shares to the  Underwriters  duly
paid,  against payment of the purchase price  therefor.  Delivery of Firm Shares
and  Additional  Shares shall be made through the  facilities of The  Depository
Trust Company unless the Representatives shall otherwise instruct.

                                       V.

         The Company represents and warrants to you that as of the date hereof:

                    (a)  (i)  the  Basic   Prospectus   filed  as  part  of  the
          Registration Statement as originally filed or as part of any amendment
          thereto or filed  pursuant to Rule  424(b)  under the  Securities  Act
          complied when so filed in all material  respects  with the  Securities
          Act  and  the  applicable  rules  and  regulations  of the  Commission
          thereunder (the  "Securities Act  Regulations"),  and the Incorporated
          Documents complied when originally filed in all material respects with
          the requirements of the Securities Act or the Exchange Act pursuant to
          which they were filed and the applicable  rules and regulations of the
          Commission  thereunder,   (ii)  the  Registration  Statement  and  the
          Prospectus,  as amended or supplemented or modified by the filing of a
          document  incorporated by reference therein,  will comply (at the time
          of  such  amendment,  supplement  or  modification  and,  if  amended,
          supplemented  or modified  prior to the Closing  Date,  on the Closing
          Date)  in all  material  respects  with  the  Securities  Act  and the
          Securities Act Regulations,  (iii) the Registration Statement, when it
          became  effective,  did not contain any untrue statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading,  and (iv) the
          Prospectus,  as amended or supplemented or modified by the filing of a
          document  incorporated by reference therein,  will not contain (at the
          time of such amendment,  supplement or  modification  and, if amended,
          supplemented  or modified  prior to the Closing  Date,  on the Closing
          Date)  any  untrue  statement  of a  material  fact or omit to state a
          material fact  necessary in order to make the statements  therein,  in
          the  light of the  circumstances  under  which  they  were  made,  not
          misleading;  except that these  representations  and warranties do not
          apply to statements in or omissions from the Registration Statement or
          the Prospectus, in each case as amended,  supplemented or modified, or
          the Basic Prospectus,  based upon information furnished to the Company
          in writing by you or by any Underwriter expressly for use therein.

                    (b) The  Company has been duly  incorporated  and is validly
          existing as a corporation in good standing under the laws of the State
          of Ohio,  has the  corporate  power  and  authority  to own,  lease or
          operate its  property  and to conduct its business as described in the
          Basic Prospectus and the Prospectus and is duly qualified as a foreign
          corporation to transact business and is in good standing in each other
          jurisdiction  in which the conduct of its business or its ownership or
          leasing of property requires such qualification,  except to the extent
          that the failure to be so qualified or be in good  standing  would not
          have a material  adverse  effect on the Company  and its  subsidiaries
          taken as a whole.

                    (c) Each  Significant  Subsidiary  (as defined below) of the
          Company  has  been  duly  incorporated,   is  validly  existing  as  a
          corporation in good standing under the laws of the jurisdiction of its
          incorporation,  and has corporate power and authority to own, lease or
          operate its property  and to conduct its  business as presently  being
          conducted;  and is duly qualified as a foreign corporation to transact
          business and is in good standing in each other  jurisdiction  in which
          the conduct of its  business or its  ownership  or leasing of property
          requires such qualification,  except to the extent that the failure to
          be so  qualified  or be in good  standing  would  not have a  material
          adverse effect on the Company and its subsidiaries,  taken as a whole.
          "Significant  Subsidiary"  shall have  include  American  Transmission
          Systems,  Incorporated,  The Cleveland Electric  Illuminating Company,
          FirstEnergy Generation Corp., FirstEnergy Nuclear Company, FirstEnergy
          Solutions  Corp.,  Jersey Central Power & Light Company,  Metropolitan
          Edison Company,  Ohio Edison Company,  Pennsylvania  Electric Company,

                                       3



          Pennsylvania  Power Company,  The Toledo Edison Company,  First Energy
          Nuclear Operating Company.

                    (d) This  Agreement has been duly  authorized,  executed and
          delivered by the Company.

                    (e) The authorized  capital stock of the Company conforms as
          to  legal  matters  to  the  description   thereof  contained  in  the
          Prospectus.

                    (f) The  shares of  Common  Stock  outstanding  prior to the
          issuance  of the  Shares  have been duly  authorized  and are  validly
          issued, fully paid and non-assessable.

                    (g) The Shares  have been duly  authorized,  and when issued
          and delivered  against payment  therefor as provided  herein,  will be
          validly  issued,  fully paid and  non-assessable,  and the issuance of
          such Shares will not be subject to any preemptive or similar rights.

                    (h) The  execution  and  delivery by the Company of, and the
          performance by the Company of its  obligations  under,  this Agreement
          will not contravene any provision of applicable law or the articles of
          incorporation or code of regulations of the Company or any Significant
          Subsidiary of the Company or any agreement or other instrument binding
          upon the Company or any  Significant  Subsidiary of the Company or any
          judgment,  order or decree of any governmental  body,  agency or court
          having jurisdiction over the Company or any Significant  Subsidiary of
          the Company, and no consent,  approval,  authorization or order of, or
          qualification  with, any  governmental  body or agency is required for
          the  performance  by  the  Company  of  its  obligations   under  this
          Agreement,  except such as may be required by the  securities  or Blue
          Sky laws of the various  states and under both the  Securities Act and
          the Public Utility Holding  Company Act of 1935 (the "Holding  Company
          Act") from the Commission  (whose  approval for the performance by the
          Company of its obligations under this Agreement has been obtained).

                    (i) Since the  respective  dates as of which  information is
          given in the Prospectus,  there has not occurred any material  adverse
          change,  or any development  involving a prospective  material adverse
          change, in the earnings,  business, condition (financial or otherwise)
          or operations of the Company and its  subsidiaries,  taken as a whole,
          from that set forth in the Prospectus  (exclusive of any amendments or
          supplements thereto subsequent to the date of this Agreement).

                    (j) There are no legal or governmental  proceedings  pending
          or  threatened  to which the Company or any of its  subsidiaries  is a
          party or to which any of the  properties  of the Company or any of its
          subsidiaries  is subject  that are  required  to be  described  in the
          Registration  Statement or the  Prospectus and are not so described or
          any  statutes,  regulations,  contracts  or other  documents  that are
          required  to  be  described  in  the  Registration  Statement  or  the
          Prospectus  or to be filed as exhibits to the  Registration  Statement
          that are not described or filed as required.

                    (k)  Each  preliminary  prospectus  filed  as  part  of  the
          Registration Statement as originally filed or as part of any amendment
          thereto,  or filed pursuant to Rule 424(b) under the  Securities  Act,
          complied when so filed in all material  respects  with the  Securities
          Act and the Securities Act Regulations.

                    (l) The  Company  is not,  and  after  giving  effect to the
          offering  and sale of the Shares and the  application  of the proceeds
          thereof as  described  in the  Prospectus,  will not be,  required  to
          register as an "investment  company" or an entity  "controlled"  by an
          "investment  company"  as such  terms are  defined  in the  Investment
          Company Act of 1940.

                    (m) The accountants  who certified the financial  statements
          included or  incorporated  by reference in the Prospectus  were at the

                                       4



          time of such  certifications  independent  certified  accountants with
          respect to the Company  within the meaning of the  Securities  Act and
          the  Securities  Act  Regulations   (hereinafter,   the   "Independent
          Accountants").

                    (n) The Company  maintains (x) systems of internal  controls
          and processes  sufficient  to provide  reasonable  assurance  that (i)
          transactions are executed in accordance with  management's  general or
          specific  authorizations;  (ii) transactions are recorded as necessary
          to permit  preparation  of financial  statements  in  conformity  with
          generally  accepted  accounting   principles  and  to  maintain  asset
          accountability; (iii) access to assets is permitted only in accordance
          with  management's  general or  specific  authorization;  and (iv) the
          recorded  accountability  for  assets is  compared  with the  existing
          assets at reasonable  intervals and  appropriate  action is taken with
          respect to any differences; and (y) disclosure controls and procedures
          (as defined in Rule 13a-14(c) under the Exchange Act).

                    (o) Except as set forth in the Prospectus  (exclusive of any
          amendments  or  supplements  thereto  subsequent  to the  date of this
          Agreement),  the Company and its  subsidiaries  (i) are in  compliance
          with any and all applicable foreign, federal, state and local laws and
          regulations relating to the protection of human health and safety, the
          environment or hazardous or toxic substances or wastes,  pollutants or
          contaminants  ("Environmental  Laws"), (ii) have received all permits,
          licenses  or  other  approvals   required  of  them  under  applicable
          Environmental  Laws to conduct their  respective  businesses and (iii)
          are in  compliance  with all terms and  conditions of any such permit,
          license   or   approval,   except   where  such   noncompliance   with
          Environmental  Laws, failure to receive required permits,  licenses or
          other  approvals or failure to comply with the terms and conditions of
          such  permits,  licenses  or  approvals  would  not,  singly or in the
          aggregate,  have a  material  adverse  effect on the  Company  and its
          subsidiaries, taken as a whole.

                    (p) Except as set forth in the Prospectus  (exclusive of any
          amendments  or  supplements  thereto  subsequent  to the  date of this
          Agreement),   there  are  no  costs  or  liabilities  associated  with
          Environmental  Laws  (including,  without  limitation,  any capital or
          operating expenditures required for clean-up, closure of properties or
          compliance with Environmental Laws or any permit, license or approval,
          any related  constraints  on operating  activities  and any  potential
          liabilities to third parties) which would, singly or in the aggregate,
          have a material  adverse  effect on the Company and its  subsidiaries,
          taken as a whole.

                    (q) There are no  contracts,  agreements  or  understandings
          between the Company and any person  granting  such person the right to
          require  the  Company  to  file a  registration  statement  under  the
          Securities  Act with  respect to any  securities  of the Company or to
          require  the  Company  to  include  such  securities  with the  Shares
          registered pursuant to the Registration Statement.

                                       VI.

                    The several  obligations of the  Underwriters  hereunder are
          subject to the following conditions:

                    (a) (i) No stop order  suspending the  effectiveness  of the
          Registration  Statement shall be in effect, no order of the Commission
          directed to the adequacy or accuracy of any document  incorporated  by
          reference  therein shall be in effect,  and no proceedings  for either
          purpose shall be pending before or threatened by the Commission;  (ii)
          subsequent to the  execution and delivery of this  Agreement and prior
          to the Closing Date,  there shall not have  occurred any  downgrading,
          nor shall any notice  have been  given of any  intended  or  potential
          downgrading  or of any  review  for a  possible  change  that does not
          indicate the direction of the possible change,  in the rating accorded
          any  of  the  Company's  securities  by  any  "nationally   recognized
          statistical rating organization," as such term is defined for purposes
          of  Rule  436(g)(2)  under  the  Securities  Act (a  "Rating");  (iii)
          subsequent to the  execution and delivery of this  Agreement and prior
          to the Closing Date, there shall not have occurred any change,  or any
          development   involving  a  prospective   change,  in  the  condition,
          financial or otherwise, or in the earnings,  business or operations of
          the  Company  and its  subsidiaries,  taken as a whole,  from that set
          forth in the  Prospectus  (exclusive of any  amendments or supplements

                                       5



          thereto  subsequent  to the  date of  this  Agreement),  that,  in the
          judgment of the Representatives, is material and adverse and which, in
          either  case,  makes  it,  in the  judgment  of  the  Representatives,
          impracticable  to market  the  Shares  on the terms and in the  manner
          contemplated in the Prospectus;

                    (b) The Underwriters shall have received on the Closing Date
          a  certificate,  dated the  Closing  Date and  signed by an  executive
          officer of the Company,  to the effect set forth in paragraphs  (a)(i)
          and (a)(ii) above and that the  representations  and warranties of the
          Company  contained  in this  Agreement  are true and correct as of the
          Closing  Date  and  that  the  Company  has  complied  with all of the
          agreements  and  satisfied  all of the  conditions  on its  part to be
          performed or satisfied hereunder on or before the Closing Date.

                    The officer signing and delivering such certificate may rely
          upon the best of his or her knowledge as to proceedings threatened.

                    (c) You shall have received,  on and as of the Closing Date,
          the favorable opinion of Gary D. Benz, Esq., Associate General Counsel
          for the Company,  or of such other member or members of the bar of the
          State of Ohio who may be  designated  for that  purpose by the Company
          and who shall not be  unsatisfactory  to your  counsel,  to the effect
          that:

                              (i) the Company has been duly  incorporated and is
                    validly  existing  under the laws of the State of Ohio,  and
                    has  corporate   authority  to  carry  on  its  business  as
                    described in the  Prospectus,  to own, lease and operate the
                    properties used and useful in said business and to issue the
                    Shares;

                              (ii) each  Significant  Subsidiary  of the Company
                    has been duly  incorporated  and is  validly  existing  as a
                    corporation   in  good  standing   under  the  laws  of  the
                    jurisdiction   of  its   incorporation   and  has  corporate
                    authority  to  conduct  its  business  as  presently   being
                    conducted as described in the  Prospectus  and to own, lease
                    and operate its property useful in said business;

                              (iii)  the  statements  made  in  Item  15 of  the
                    Registration   Statement,   insofar   as   such   statements
                    constitute  summaries  of the  legal  matters  or  documents
                    referred to therein, are accurate in all material respects;

                              (iv) the  authorized  Common  Stock of the Company
                    conforms  as to legal  matters  to the  description  thereof
                    contained in the Prospectus;

                              (v) the shares of Common Stock  outstanding  prior
                    to the issuance of the Shares have been duly  authorized and
                    are validly issued, fully paid and non-assessable;

                              (vi) all of the issued  shares of capital stock of
                    each  Significant  Subsidiary  of the Company have been duly
                    and  validly  authorized  and  issued,  are  fully  paid and
                    non-assessable  and are owned directly by the Company,  free
                    and clear of all liens, encumbrances, equities or claims;

                              (vii) the Shares  have been duly  authorized  and,
                    when issued and  delivered in  accordance  with the terms of
                    this  Agreement,  will be  validly  issued,  fully  paid and
                    non-assessable,  and the issuance of such Shares will not be
                    subject to any  preemptive or similar  rights  arising under
                    the Ohio  General  Corporation  Law or under  the  Company's
                    amended   articles  of  incorporation  or  amended  code  of
                    regulation or by contractual arrangement;

                              (viii)  all  legally  required  proceedings  under
                    Ohio, New Jersey and Pennsylvania law in connection with the

                                       6



                    authorization,  issuance  and sale and the  validity  of the
                    Shares by the Company in accordance with this Agreement have
                    been taken and all  legally  required  orders,  consents  or
                    other  authorizations  or approvals of any Ohio,  New Jersey
                    and  Pennsylvania  public  boards or  bodies  in  connection
                    therewith  (other than in  connection  with or in compliance
                    with the  provisions  of the  securities or Blue Sky laws of
                    any jurisdiction,  as to which such counsel need not express
                    an opinion) have been obtained;

                              (ix)  this  Agreement  has been  duly  authorized,
                    executed and delivered by the Company;

                              (x) the  execution and delivery by the Company of,
                    and the performance by the Company of its obligations under,
                    this Agreement will not contravene any provision of the laws
                    of the  State of Ohio,  New  Jersey or  Pennsylvania  or the
                    amended   articles  of  incorporation  or  amended  code  of
                    regulations of the Company or, to the best of such counsel's
                    knowledge,  any agreement or other  instrument  binding upon
                    the Company or any of its  subsidiaries  that is material to
                    the Company and its  subsidiaries,  taken as a whole, or, to
                    the best of such counsel's knowledge,  any judgement,  order
                    or  decree  of  any  Ohio,   New   Jersey  or   Pennsylvania
                    governmental body, agency or court having  jurisdiction over
                    the Company or any  subsidiary,  and no  consent,  approval,
                    authorization or order of, or qualification  with, any Ohio,
                    New Jersey or  Pennsylvania  governmental  body or agency is
                    required  for  the   performance   by  the  Company  of  its
                    obligations  under  this  Agreement  except  such  as may be
                    required by the  securities  or Blue Sky laws of the various
                    states  in  connection  with the  offer or  issuance  of the
                    Shares;

                              (xi) to the best  knowledge  of such  counsel,  no
                    order directed to the adequacy of any document  incorporated
                    by  reference  in the  Prospectus  has  been  issued  by the
                    Commission, and no challenge by the Commission has been made
                    to the adequacy of any such document;

                              (xii)  the   descriptions   in  the   Registration
                    Statement  and   Prospectus  of   franchises,   regulations,
                    statutes,  legal and governmental  proceedings and contracts
                    and other documents insofar as such descriptions  constitute
                    (a)  matters  of  law or  legal  conclusions  (or  summaries
                    thereof) involving the laws of the State of Ohio, New Jersey
                    or  Pennsylvania  or (b) summaries of legal  proceedings  to
                    which the Company is a party,  are  accurate in all material
                    respects,  and such  counsel  does not know of any  legal or
                    governmental  proceedings  required to be  described  in the
                    Registration  Statement or the  Prospectus  which are not so
                    described (or the descriptions of which are not incorporated
                    by reference  therein) as required,  other than  proceedings
                    that such counsel believes are not likely to have a material
                    adverse effect on the Company and its subsidiaries  taken as
                    a  whole,  or on the  power or  ability  of the  Company  to
                    perform  its   obligations   under  this   Agreement  or  to
                    consummate the transactions  contemplated by the Prospectus,
                    nor of any contracts or documents of a character required to
                    be described in the Registration Statement or the Prospectus
                    or to be filed as  exhibits  to the  Registration  Statement
                    which are not so described (or the descriptions of which are
                    not incorporated by reference therein) or filed as required;
                    and

                              (xiii)  except  as set  forth  in  the  Prospectus
                    (exclusive  of  any   amendments  or   supplements   thereto
                    subsequent to the date of this  Agreement),  the Company and
                    each  of  its   subsidiaries   has  obtained  all  necessary
                    consents,   authorizations,   approvals,  orders,  licenses,
                    certificates  and  permits  of and  from,  and has  made all
                    declarations and filings with, all foreign,  federal, state,
                    local    and    other    governmental    authorities,    all
                    self-regulatory  organizations  and  all  courts  and  other
                    tribunals,  required to own, lease,  license and operate and
                    use its properties and assets and to conduct its business in
                    the manner described in the Prospectus, except to the extent
                    that the failure to obtain, declare or file would not have a
                    material adverse effect on the Company and its subsidiaries,
                    taken as a whole.


                                       7



                    In rendering  such opinion,  such counsel may rely as to all
          matters of New York law upon the opinion  referred to in paragraph (d)
          below and as to all  matters  of New  Jersey  law upon the  opinion of
          counsel acceptable to the Representatives.  In addition,  such counsel
          shall state that  nothing has come to the  attention  of such  counsel
          which  would  lead  such  counsel  to  believe  that the  Registration
          Statement  or any  post-effective  amendment  thereto  (except for the
          financial  statements,  including  the notes  thereto  and any related
          schedules,  and other financial and statistical data included therein,
          as to which such counsel  need  express no opinion),  at the time such
          Registration  Statement or any such  post-effective  amendment thereto
          became effective, contained any untrue statement of a material fact or
          omitted  to state a material  fact  required  to be stated  therein or
          necessary to make the  statements  therein not  misleading or that the
          Prospectus,  as amended or supplemented or modified by the filing of a
          document  incorporated by reference  therein (except for the financial
          statements, including the notes thereto and any related schedules, and
          other financial and statistical data therein, as to which such counsel
          need  express  no  opinion),  as of its date and on the  Closing  Date
          included  or  includes  any untrue  statement  of a  material  fact or
          omitted or omits to state a material  fact  necessary in order to make
          the statements  therein, in the light of the circumstances under which
          they were made, not misleading.

                    (d) You shall have received,  on and as of the Closing Date,
          the favorable opinion of Pillsbury  Winthrop LLP, New York counsel for
          the Company, to the effect that:

                              (i) the statements  made in the  Prospectus  under
                    the caption  "Description of Common Stock",  insofar as such
                    statements  constitute  summaries  of the legal  matters  or
                    documents referred to therein,  are accurate in all material
                    respects;

                              (ii) the  authorized  Common  Stock of the Company
                    conforms  as to legal  matters  to the  description  thereof
                    contained in the Prospectus;

                              (iii) the Shares  have been duly  authorized  and,
                    when issued and  delivered in  accordance  with the terms of
                    this  Agreement,  will be  validly  issued,  fully  paid and
                    non-assessable,  and the issuance of such Shares will not be
                    subject to any  preemptive or similar  rights  arising under
                    the Ohio  General  Corporation  Law or under  the  Company's
                    amended   articles  of  incorporation  or  amended  code  of
                    regulation;

                              (iv) all legally  required  proceedings  under the
                    laws of the  State  of New  York  or the  United  States  of
                    America in connection with the  authorization,  issuance and
                    sale of the Shares by the  Company in  accordance  with this
                    Agreement have been taken and all legally  required  orders,
                    consents  or  other   authorizations  or  approvals  of  the
                    Commission  and of any  other  New  York or  federal  public
                    boards or  bodies in  connection  therewith  (other  than in
                    connection  with or in compliance with the provisions of the
                    securities or Blue Sky laws of any jurisdiction, as to which
                    such  counsel  need  not  express  an  opinion)   have  been
                    obtained;

                              (v)  this  Agreement  has  been  duly  authorized,
                    executed and delivered by the Company;

                              (vi) to such  counsel's  knowledge,  the execution
                    and delivery by the Company of, and the  performance  by the
                    Company of its  obligations  under,  this Agreement will not
                    contravene  any  provision  of the laws of the  State of New
                    York or federal law or the amended articles of incorporation
                    or  amended  code  of  regulations  of  the  Company  or any
                    agreement  listed on  Schedule I hereto  that is material to
                    the Company or any of its subsidiaries, taken as a whole, or
                    any  judgement,  order or decree of any New York or  federal
                    governmental body, agency or court having  jurisdiction over
                    the Company or any  subsidiary,  and no  consent,  approval,
                    authorization  or order of, or  qualification  with, any New
                    York or federal  governmental body or agency is required for
                    the performance by the Company of its obligations under this
                    Agreement  except such as may be required by the  securities
                    or Blue Sky laws of New York in connection with the offer or

                                       8



                    issuance of the Shares and under both the Securities Act and
                    the Holding Company Act from the Commission  (whose approval
                    for the performance by the Company of its obligations  under
                    this Agreement has been obtained);

                              (vii) the Registration  Statement,  the Prospectus
                    and any  supplements or amendments  thereto  (except for the
                    financial  statements,  including  the notes thereto and any
                    related schedules,  and other financial and statistical data
                    included or incorporated by reference  therein,  as to which
                    such  counsel  need not  express  an  opinion),  as of their
                    respective effective or issue dates,  complied as to form in
                    all  material   respects  with  the   requirements   of  the
                    Securities Act and the applicable  rules and  regulations of
                    the Commission thereunder;

                              (viii) each  document of the Company  incorporated
                    by  reference  in  the  Prospectus,  as  such  document  was
                    originally  filed by the Company  pursuant to the Securities
                    Act  or  the   Exchange   Act  (except  for  the   financial
                    statements,  including  the notes  thereto  and any  related
                    schedules, and other financial and statistical data included
                    or  incorporated  by  reference  therein,  as to which  such
                    counsel  need not express an  opinion),  complied as to form
                    when so filed in all material respects with the requirements
                    of the  Securities Act or the Exchange Act pursuant to which
                    it was filed and the applicable rules and regulations of the
                    Commission thereunder;

                              (ix) to the best  knowledge  of such  counsel,  no
                    order  directed  to  the  adequacy  of any  document  of the
                    Company incorporated by reference in the Prospectus has been
                    issued by the Commission, and no challenge by the Commission
                    has been made to the adequacy of any such document; and

                              (x) the Company is not, and after giving effect to
                    the offering and sale of the Shares and the  application  of
                    the proceeds thereof as described in the Prospectus will not
                    be,  required to register as an  "investment  company" or an
                    entity "controlled" by an "investment company" as such terms
                    are  defined  in the  Investment  Company  Act of  1940,  as
                    amended.

                    In rendering  such opinion,  such counsel may rely as to all
          matters of Ohio and  Pennsylvania  law upon the opinion referred to in
          paragraph  (c) above and as to all  matters of New Jersey law upon the
          opinions of counsel  acceptable to the  Representatives.  In addition,
          such  counsel  shall state that  nothing has come to the  attention of
          such  counsel  which  would  lead such  counsel  to  believe  that the
          Registration Statement or any post-effective amendment thereto (except
          for the  financial  statements,  including  the notes  thereto and any
          related  schedules,  and other financial and statistical data therein,
          as to which such counsel  need  express no opinion),  at the time such
          Registration  Statement or any such  post-effective  amendment thereto
          became effective,  contained an untrue statement of a material fact or
          omitted  to state a material  fact  required  to be stated  therein or
          necessary to make the  statements  therein not  misleading or that the
          Prospectus,  as amended or supplemented or modified by the filing of a
          document  incorporated by reference  therein (except for the financial
          statements, including the notes thereto and any related schedules, and
          other financial and statistical data therein, as to which such counsel
          need  express  no  opinion),  as of its date and on the  Closing  Date
          included  or  includes  any untrue  statement  of a  material  fact or
          omitted or omits to state a material  fact  necessary in order to make
          the statements  therein, in the light of the circumstances under which
          they were made, not misleading.

                    (e) You shall have received,  on and as of the Closing Date,
          the  favorable  opinion of Thelen Reid & Priest  LLP,  counsel for the
          Underwriters,  with  respect to the matters  described  in  paragraphs
          (d)(i),  (d)(iii) and (d)(v) above.  In rendering  such opinion,  such
          counsel  shall state that  nothing has come to the  attention  of such
          counsel which would lead such counsel to believe that the Registration

                                       9



          Statement  or any  post-effective  amendment  thereto  (except for the
          financial  statements,  including  the notes  thereto  and any related
          schedules,  or other financial data therein,  as to which such counsel
          need express no opinion),  at the time such Registration  Statement or
          any such post-effective amendment thereto becomes effective, contained
          an untrue  statement of a material fact or omitted to state a material
          fact required to be stated therein or necessary to make the statements
          therein  not  misleading  or  that  the  Prospectus,   as  amended  or
          supplemented  or modified by the filing of a document  incorporated by
          reference therein (except for the financial statements,  including the
          notes  thereto and any related  schedules,  and other  financial  data
          therein, as to which such counsel need express no opinion),  as of its
          date and on the Closing Date included or includes any untrue statement
          of a  material  fact or  omitted  or omits to  state a  material  fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.

                    (f) You shall have received,  on each of the date hereof and
          the Closing  Date, a letter dated the date hereof or the Closing Date,
          as the  case  may  be,  in  form  and  substance  satisfactory  to the
          Representatives,   from  the   Independent   Accountants,   containing
          statements  and  information  of  the  type  ordinarily   included  in
          accountants'  "comfort  letters" to  underwriters  with respect to the
          financial statements and certain financial information contained in or
          incorporated  by  reference  into the  Prospectus;  provided  that the
          letter  delivered on the Closing  Date shall use a "cut-off  date" not
          earlier than the date hereof.

                    (g) The "lock-up" agreements, each substantially in the form
          of  Exhibit  A  hereto,   between  the   Representatives  and  certain
          shareholders,  officers and directors of the Company relating to sales
          and certain  other  dispositions  of shares of Common Stock or certain
          other securities,  delivered to the  Representatives  on or before the
          date hereof, shall be in full force and effect on the Closing Date.

                                      VII.

          In further  consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:

                    (a) To furnish  without  charge to the  Representatives  ten
          conformed copies of the Registration Statement, including all exhibits
          filed with the Registration  Statement and the documents  incorporated
          by reference  therein (other than exhibits which are  incorporated  by
          reference  therein) and to each other Underwriter a signed copy of the
          Registration   Statement  without  exhibits  and,  during  the  period
          mentioned in paragraph (c) below, as many copies of the Prospectus and
          any documents  incorporated by reference  therein at or after the date
          thereof  and  any  amendments  and  supplements  thereto  as  you  may
          reasonably request. The terms "supplement" and "amendments" or "amend"
          as used in this  Agreement  shall include all  documents  filed by the
          Company with the  Commission  subsequent to the date of the Prospectus
          pursuant to the  Exchange Act which are deemed to be  incorporated  by
          reference in the Prospectus.

                    (b)  Before  amending  or  supplementing   the  Registration
          Statement or the Prospectus or filing with the Commission any document
          pursuant to Section 13, 14 or 15(d) of the  Exchange  Act,  during the
          period  referred  to  in  paragraph  (c)  below,  to  furnish  to  the
          Representatives a copy of each such proposed amendment,  supplement or
          document  for your  review  prior to  filing  and not to file any such
          proposed  amendment,  supplement  or document to which you  reasonably
          object,  and to file with the Commission  within the applicable period
          specified  in Rule  424(b)  under the  Securities  Act any  prospectus
          required to be filed pursuant to such Rule.

                    (c) If, during such period as the  Underwriters are required
          by law to deliver a Prospectus in connection  with sales of the Shares
          by an  Underwriter  or  dealer  after  the  first  date of the  public
          offering of the Shares, any event shall occur or condition shall exist
          as a result of which it is  necessary,  in the opinion of your counsel
          or counsel to the Company,  to amend the Registration  Statement or to
          amend  or  supplement  the   Prospectus  or  modify  the   information

                                       10





          incorporated  by reference  therein in order that the Prospectus  will
          not include any untrue  statements of a material fact or omit to state
          a material fact necessary in order to make the statements  therein, in
          the light of the circumstances  existing at the time the Prospectus is
          delivered to a  purchaser,  not  misleading,  or if it is necessary to
          amend or  supplement  the  Prospectus  or modify such  information  to
          comply with the Securities  Act and the  Securities  Act  Regulations,
          forthwith  to  prepare  and file with the  Commission  and to  furnish
          (subject  to the  conditions  in  paragraph  (b)  above),  at its  own
          expense,  to the  Underwriters  and to the  dealers  (whose  names and
          addresses  you will  furnish to the  Company) to which Shares may have
          been  sold by you on  behalf  of the  Underwriters,  and to any  other
          dealers upon request, such amendments or supplements to the Prospectus
          or modifications to the documents  incorporated by reference  therein,
          so that the statements in the  Prospectus as so amended,  supplemented
          or modified  will not, in the light of the  circumstances  existing at
          the time such Prospectus is delivered to a purchaser, be misleading or
          so that the  Prospectus  will comply with the  Securities  Act and the
          Securities  Act  Regulations.  Unless such event relates solely to the
          activities of the Underwriters  (in which case the Underwriters  shall
          assume the expense of preparing any such amendment or supplement), the
          expenses of complying  with this  paragraph  (c) shall be borne by the
          Company  until  the  expiration  of  nine  months  from  the  time  of
          effectiveness  of this Agreement,  and such expenses shall be borne by
          the Underwriters thereafter.

                    (d) To  endeavor  to  qualify  the Shares for offer and sale
          under  the  securities  or Blue Sky laws of such  jurisdiction  as you
          shall reasonably request.

                    (e) To make  available  generally to the Company's  security
          holders and to the  Representatives  as soon as practicable an earning
          statement  covering a twelve month period  beginning after the date of
          this Agreement which earning statement shall satisfy the provisions of
          Section  11(a)  of  the   Securities   Act  and  the   Securities  Act
          Regulations.

                    (f) Without the prior written consent of the Representatives
          on behalf of the Underwriters,  during the period ending 90 days after
          the date of the Prospectus,  not to (i) offer,  pledge, sell, contract
          to sell, sell any option or contract to purchase,  purchase any option
          or contract to sell,  grant any option,  right or warrant to purchase,
          lend or otherwise transfer or dispose of, directly or indirectly,  any
          shares  of  Common  Stock  or  any  securities   convertible  into  or
          exercisable  or  exchangeable  for Common Stock or (ii) enter into any
          swap or other  arrangement  that transfers to another,  in whole or in
          part,  any of the  economic  consequences  of  ownership of the Common
          Stock,  whether any such  transaction  described in clause (i) or (ii)
          above is to be  settled  by  delivery  of Common  Stock or such  other
          securities,  in cash or otherwise.  The foregoing  sentence  shall not
          apply to (A) the Shares to be sold hereunder,  (B) the issuance by the
          Company of shares of Common  Stock upon the  exercise  of an option or
          warrant or the conversion of a security outstanding on the date hereof
          of which the  Underwriters  have been  advised in writing,  or (C) the
          issuance  by the  Company of shares of Common  Stock  pursuant  to the
          terms of the FirstEnergy  Corp. Stock Investment Plan, the FirstEnergy
          Corp.   Executive  and  Director  Incentive   Compensation  Plan,  the
          Centerior Energy Corporation  Equity  Compensation Plan, the GPU, Inc.
          Stock Option and Restricted  Stock Plan for MYR Group Inc.  Employees,
          the  GPU,  Inc.  1990  Stock  Plan  for  Employees  of GPU,  Inc.  and
          Subsidiaries,  the MYR Group  Inc.  1999 Stock  Option and  Restricted
          Stock Plan, the MYR Group Inc. 1995 Stock Option and Restricted  Stock
          Plan, the MYR Group Inc. 1992 Stock Option and Restricted  Stock Plan,
          the MYR Group Inc. 1990 Stock Option and  Restricted  Stock Plan,  the
          FirstEnergy Corp.  Deferred  Compensation Plan for Outside  Directors,
          the  FirstEnergy  Corp.  Executive  Deferred  Compensation  Plan,  the
          FirstEnergy  Savings Plan, the GPU Companies Employee Savings Plan for
          Nonbargaining  Employees,  the GPU Companies Employee Savings Plan for
          Employees  Represented  by IBEW System  Council U-3, the GPU Companies
          Employee Savings Plan for Employees  Represented by IBEW Local 459 and
          UWUA Local 180, the GPU Companies  Employee Savings Plan for Employees
          Represented by IBEW Local 177, and FirstEnergy's  Facilities  Services
          Group Business Unit President Incentive Plan.

                    (g) Reserved.

                    (h)  Whether or not the  transactions  contemplated  in this
          Agreement are  consummated or this Agreement is terminated,  to pay or

                                       11



          cause to be paid  all  expenses  incident  to the  performance  of its
          obligations   under   this   Agreement,   including:   (i)  the  fees,
          disbursements  and expenses of the Company's counsel and the Company's
          accountants in connection  with the  registration  and delivery of the
          Shares  under the  Securities  Act and all other fees or  expenses  in
          connection  with  the  preparation  and  filing  of  the  Registration
          Statement,  any  preliminary  prospectus,  the Basic  Prospectus,  the
          Prospectus  and  amendments  and  supplements to any of the foregoing,
          including all printing costs associated therewith, and the mailing and
          delivering of copies thereof to the Underwriters  and dealers,  in the
          quantities hereinabove specified,  (ii) all costs and expenses related
          to the  transfer  and  delivery  of the  Shares  to the  Underwriters,
          including any transfer or other taxes payable thereon,  (iii) the cost
          of printing or producing any Blue Sky or Legal  Investment  memorandum
          in  connection  with the  offer  and sale of the  Shares  under  state
          securities laws and all expenses in connection with the  qualification
          of the  Shares  for  offer and sale  under  state  securities  laws as
          provided  in Section  VII(d)  hereof,  including  filing  fees and the
          reasonable fees and  disbursements  of counsel for the Underwriters in
          connection with such qualification and in connection with the Blue Sky
          or  Legal  Investment  memorandum,   (iv)  all  filing  fees  and  the
          reasonable  fees and  disbursements  of  counsel  to the  Underwriters
          incurred  in  connection  with the  review  and  qualification  of the
          offering  of the  Shares by the  National  Association  of  Securities
          Dealers,  Inc.,  (v) all  fees and  expenses  in  connection  with the
          preparation  and  filing  of the  registration  statement  on Form 8-A
          relating to the Common  Stock and all costs and  expenses  incident to
          listing  the Shares on the New York Stock  Exchange,  (vi) the cost of
          printing  certificates  representing  the Shares,  (vii) the costs and
          charges of any transfer  agent,  registrar or  depositary,  (viii) the
          costs and expenses of the Company  relating to investor  presentations
          on any "road show"  undertaken in connection with the marketing of the
          offering  of  the  Shares,  including,  without  limitation,  expenses
          associated with the production of road show slides and graphics,  fees
          and expenses of any  consultants  engaged in connection  with the road
          show presentations with the prior approval of the Company,  travel and
          lodging  expenses of the  representatives  and officers of the Company
          and any such  consultants,  and the cost of any aircraft  chartered in
          connection  with the road show, (ix) the document  production  charges
          and expenses associated with printing this Agreement and (x) all other
          costs and expenses  incident to the  performance of the obligations of
          the Company  hereunder for which  provision is not  otherwise  made in
          this Section.  It is understood,  however,  that except as provided in
          this  Section,  Section  VIII,  and the third  paragraph  of Section X
          below,  the  Underwriters  will pay all of their  costs and  expenses,
          including  fees and  disbursements  of their  counsel,  stock transfer
          taxes  payable  on  resale  of any of  the  Shares  by  them  and  any
          advertising expenses connected with any offers they may make.

                    (i) To use the net proceeds  received by it from the sale of
          the Shares  pursuant to this Agreement in the manner  specified in the
          Prospectus under the caption "Use of Proceeds."

                    (j) Not to, directly or indirectly,  use any of the proceeds
          from the sale of the Shares,  or lend,  contribute  or otherwise  make
          available any such proceeds to any  subsidiary,  joint venture partner
          or other person or entity, for the purpose of financing the activities
          of any person or entity in  violation of any program  administered  by
          the Office of Foreign Assets  Control of the United States  Department
          of the Treasury,  including  without  limitation those  implemented by
          regulations  codified in  Subtitle B,  Chapter V, of Title 31, Code of
          Federal Regulations.

                                      VIII.

          The Company agrees to indemnify and hold harmless each Underwriter and
each person,  if any, who controls any Underwriter  within the meaning of either
Section 15 of the  Securities  Act or Section 20 of the  Exchange  Act, and each
affiliate of any Underwriter within the meaning of Rule 405 under the Securities
Act,  from and  against  any and all losses,  claims,  damages  and  liabilities
(including,  without limitation, any legal or other expenses reasonably incurred
in connection with defending or  investigating  any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in  the  Registration  Statement  or  any  amendment  thereof,  any  preliminary
prospectus or the  Prospectus (as amended or  supplemented  if the Company shall
have furnished any amendments or supplements  thereto),  or the Basic Prospectus
(including  documents  incorporated  by  reference  therein),  or  caused by any

                                       12



omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except insofar as such losses,  claims, damages or liabilities are caused by any
such untrue  statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company in writing
by such  Underwriter  through the  Representatives  expressly  for use  therein;
provided  further,  that with  respect to any untrue  statement  or  omission of
material  fact  made in any  preliminary  prospectus,  the  indemnity  agreement
contained  in this  paragraph  of Section VIII shall not inure to the benefit of
any Underwriter from whom the person asserting any such loss,  claim,  damage or
liability  purchased  the Shares  concerned,  to the extent  that any such loss,
claim,  damage or liability of such  Underwriter  occurs under the  circumstance
where it shall have been  determined  by a court of  competent  jurisdiction  by
final and nonappealable  judgment that (i) the Company had previously  furnished
copies of the Prospectus to the Representatives, (ii) delivery of the Prospectus
was required by the Securities  Act to be made to such person,  (iii) the untrue
statement or omission of a material fact contained in the preliminary prospectus
was  corrected  in the  Prospectus  and (iv) there was not sent or given to such
person,  at or prior to the written  confirmation  of the sale of such Shares to
such person, a copy of the Prospectus.

          Each Underwriter  agrees,  severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person,  if any, who controls the Company  within the meaning
of either  Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter through the Representatives expressly
for  use  in  the  Registration  Statement,  any  preliminary  prospectus,   the
Prospectus, any amendments or supplements thereto, or the Basic Prospectus.

          In case any  proceeding  (including  any  governmental  investigation)
shall be instituted  involving  any person in respect of which  indemnity may be
sought  pursuant  to either of the two  preceding  paragraphs,  such person (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity  may  be  sought  (the  "indemnifying   party")  in  writing  and  the
indemnifying  party, upon request of the indemnified party, shall retain counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel,  but the fees and expenses of such counsel  shall be at the expense
of such indemnified party unless (i) the indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such action (including any impleaded  parties) include both
the  indemnifying  party and the indemnified  party and  representation  of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interest between them. It is understood that the  indemnifying  party
shall  not,  in  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be liable for the  reasonable  fees and expenses of more than one separate  firm
(in addition to any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be  designated  in  writing  by the  Representatives,  in the  case  of  parties
indemnified pursuant to the second preceding  paragraph,  and by the Company, in
the case of parties indemnified pursuant to the first preceding  paragraph.  The
indemnifying  party  shall not be liable for any  settlement  of any  proceeding
effected  without its written  consent,  but if settled  with such consent or if
there be a final judgment for the plaintiff,  the  indemnifying  party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment.  Notwithstanding the foregoing  sentence,  if at
any time an  indemnified  party shall have  requested an  indemnifying  party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third  sentences of this  paragraph,  the  indemnifying  party
agrees that it shall be liable for any  settlement  of any  proceeding  effected
without its written  consent if (i) such settlement is entered into more than 60
days after receipt by such indemnifying  party of the aforesaid request and (ii)
such  indemnifying  party shall not have  reimbursed  the  indemnified  party in
accordance  with  such  request  prior  to  the  date  of  such  settlement.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought  hereunder by such  indemnified  party,  unless such settlement
includes an unconditional  release of such indemnified  party from all liability
on claims that are the subject matter of such proceeding.

                                       13



          If  the   indemnification   provided  for  in  this  Section  VIII  is
unavailable to an indemnified  party under the first or second paragraphs hereof
in respect of any losses,  claims,  damages or liabilities  referred to therein,
then each indemnifying party under such paragraph,  in lieu of indemnifying such
indemnified  party  thereunder shall contribute to the amount paid or payable by
such  indemnified  party  as  a  result  of  such  losses,  claims,  damages  or
liabilities  (i) in such  proportion as is  appropriate  to reflect the relative
benefits  received  by the Company on the one hand and the  Underwriters  on the
other hand from the offering of the Shares or (ii) if the allocation provided by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative benefits conferred to in clause (i)
above  but also the  relative  fault of the  Company  on the one hand and of the
Underwriters  on the other hand in connection  with the  statements or omissions
that resulted in such losses,  claims,  damages or  liabilities,  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the  Underwriters  on the other  hand in  connection
with the  offering  of the Shares  shall be deemed to be in the same  respective
proportions  as the  net  proceeds  from  the  offering  of the  Shares  (before
deducting expenses) received by the Company and the total underwriting discounts
and commissions  received by the Underwriters,  in each case as set forth in the
table on the cover of the  Prospectus,  bear to the aggregrate  public  offering
price of the Shares set forth in the table on the cover of the  Prospectus.  The
relative fault of the Company on the one hand and the  Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged  untrue  statement  of a  material  fact or the  omission  or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties'  relevant intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The  Underwriters'  obligations to contribute  pursuant to this Section VIII are
several  in the  proportions  which the  respective  number of Shares  set forth
opposite  their names in Annex A bear to the total number of Shares so set forth
in  Annex A, or in such  other  proportions  as may be  determined  pursuant  to
Section IX, and not joint.

          The Company and the  Underwriters  agree that it would not be just and
equitable if  contribution  pursuant to this Section VIII were determined by pro
rata allocation  (even if the  Underwriters  were treated as one entity for such
purpose) or by any other method of allocation  that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages  and  liabilities  referred  to in  the  immediately  preceding
paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in  connection  with  investigating  or  defending  any such  action  or  claim.
Notwithstanding  the  provisions of this Section VIII, no  Underwriter  shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Shares  underwritten by it and distributed to the public were
offered to the public  exceeds the amounts of any damages that such  Underwriter
has otherwise  been  required to pay by reason of such untrue or alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section VIII are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to any indemnified party at law or in equity.

          The indemnity and  contribution  agreements  contained in this Section
VIII and the  representations  and  warranties of the Company  contained in this
Agreement shall remain operative and in full force and effect  regardless of (i)
any termination of this Agreement,  (ii) any investigation  made by or on behalf
of any Underwriter to any person controlling any Underwriter or any affiliate of
any  Underwriter  or by or on  behalf  of the  Company,  any  of its  directors,
officers  or any person  controlling  the Company  and (iii)  acceptance  of and
payment for any of the Shares.

                                       IX.

          The  Underwriters  may terminate this Agreement by notice given by the
Representatives  to the  Company,  if after the  execution  and delivery of this
Agreement  and prior to the Closing Date (i) trading  generally  shall have been
suspended  or  materially  limited on, or by, as the case may be, any of the New

                                       14



the Chicago Board of Options Exchange,  the Chicago  Mercantile  Exchange or the
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been  suspended  on any  exchange  or in any  over-the-counter  market,  (iii) a
material disruption in securities  settlement,  payment or clearance services in
the United States shall have occurred, (iv) any moratorium on commercial banking
activities shall have been declared by Federal or New York State  authorities or
(v) there shall have occurred any outbreak or escalation of hostilities,  or any
change in financial markets or any calamity or crisis that, in your judgment, is
material  and  adverse  and  which,  singly or  together  with any  other  event
specified  in this  clause (v),  makes it, in your  judgment,  impracticable  or
inadvisable  to proceed  with the offer,  sale or  delivery of the Shares on the
terms and in the manner contemplated in the Prospectus.

                                       X.

          This Agreement shall become effective when it has been executed by the
Company and the Representatives.

          If any  one or more  of the  Underwriters  shall  fail  or  refuse  to
purchase the Shares which it or they have agreed to purchase hereunder,  and the
total number of Shares which such defaulting  Underwriter or Underwriters agreed
but failed or refused to purchase is not more than one-tenth of the total number
of  Shares,  the  other  Underwriters  shall  be  obligated   severally  in  the
proportions which the number of Shares set forth opposite their names in Annex A
bear to the total  number of Shares so set forth  opposite the names of all such
nondefaulting Underwriters,  or in such other proportions as the Representatives
may  specify,  to  purchase  the Shares  which such  defaulting  Underwriter  or
Underwriters agreed but failed or refused to purchase; provided that in no event
shall the number of Shares which any Underwriter has agreed to purchase pursuant
to Section I be  increased  pursuant to this Section X by an amount in excess of
one-ninth of such number of Shares without the consent of such  Underwriter.  If
any Underwriter or Underwriters  shall fail or refuse to purchase Shares and the
total number of Shares with  respect to which such  default  occurs is more than
one-tenth of the total number of the Shares and arrangements satisfactory to you
and the  Company  for the  purchase  of such Shares are not made within 36 hours
after such default,  this Agreement will terminate without liability on the part
of any  non-defaulting  Underwriter  or of the  Company  except as  provided  in
Section VIII. In any such case which does not result in such termination, either
you or the Company shall have the right to postpone the Closing Date,  but in no
event for  longer  than seven  days in each  case,  in order  that the  required
changes,  if any, in the Registration  Statement and in the Prospectus or in any
other  documents or  arrangements  may be effected.  Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by them in connection with this Agreement or the offering
contemplated hereunder.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

                                       15





          This Agreement may be executed in counterparts  each of which shall be
deemed to  constitute an original and all of which shall be deemed to be one and
the same instrument binding on all of the parties hereto.

                                      Very truly yours,

                                      FIRSTENERGY CORP.


                                      By:  /s/ Thomas C. Navin
                                           -------------------------------

                                      Name and Title: Thomas C. Navin, Treasurer
                                                      --------------------------

                                       16




Accepted:  September 12, 2003

CITIGROUP GLOBAL MARKETS INC.


By:      /s/ Henry A. Clark III
   -----------------------------------------
         Name: Henry A. Clark III
         Title: Managing Director


MORGAN STANLEY & CO.
   INCORPORATED


By:      /s/ David Schwarzbach
   -----------------------------------------
         Name: David Schwarzbach
         Title: Vice President

     Acting severally on behalf of themselves
     and as Representatives on behalf of the
     several Underwriters named herein and
     on Annex A hereto.

                                       17




                                                                         Annex A
                                                                 to Underwriting
                                                                       Agreement

                              LIST OF UNDERWRITERS


                                                        Number of Firm Shares to
Name                                                           be Purchased
----                                                            ---------
Citigroup Global Markets Inc. .......................           7,560,000
Morgan Stanley & Co. Incorporated....................           7,560,000
Barclays Capital Inc.................................           2,296,000
J.P. Morgan Securities Inc...........................           2,296,000
Wachovia Securities, LLC.............................           2,296,000
BNY Capital Markets, Inc.............................           1,078,000
Credit Suisse First Boston LLC ......................           1,078,000
Lehman Brothers Inc. ................................           1,078,000
UBS Securities LLC ..................................           1,078,000
McDonald Investments Inc., A Keycorp Company ........              280,000
National City Investments, Inc. .....................              280,000
PNC Capital Markets Inc. ............................              280,000
SBK-Brooks Investments Corp. ........................              280,000
Scotia Capital (USA) Inc. ...........................              280,000
The Williams Capital Group, L.P. ....................              280,000
                                                              -------------
            Total....................................           28,000,000






                                                                         Annex B
                                                                 to Underwriting
                                                                       Agreement


Underwriting Agreement dated September 12, 2003

Registration Statement No.:
..........333-103865

Representatives:
..........Citigroup Global Markets Inc.
..........Morgan Stanley & Co. Incorporated
..........

                                                                      Maximum
                                                                    Concession/
                            Number of      Purchase      Price to    Share to
              Title          Shares        Price         Public       Dealers
              -----         ---------   -----------    -----------  ---------
Common Stock, Par Value    28,000,000   $812,700,000   $840,000,000   $0.590
  $.10 Per Share





                                            September 12, 2003


Citigroup Global Markets Inc.
Morgan Stanley & Co. Incorporated
and the other Underwriters listed on Annex A to the
Underwriting Agreement described below

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036


Dear Sirs and Mesdames:

          The  undersigned  understands  that  Citigroup  Global  Markets,  Inc.

("Citigroup")  and Morgan  Stanley & Co.  Incorporated  ("Morgan  Stanley"),  as
  ---------                                               ---------------
representatives (the  "Representatives") of the several Underwriters,  including
                       ---------------
Citigroup  and Morgan  Stanley  (the  "Underwriters"),  propose to enter into an
                                       ------------
Underwriting Agreement (the "Underwriting Agreement") with FirstEnergy Corp., an
                             ----------------------
Ohio corporation (the "Company"), providing for the public offering (the "Public
                       -------                                            ------
Offering") by the several  Underwriters  of 28,000,000  shares (the "Shares") of
--------                                                             ------
common stock, par value $.10 per share, of the Company (the "Common Stock").
                                                             ------------
          To induce the Underwriters that may participate in the Public Offering
to  continue  their  efforts  in  connection  with  the  Public  Offering,   the
undersigned  hereby  agrees  that,  without  the prior  written  consent  of the
Representatives,  it will not,  during the period  commencing on the date hereof
and ending 90 days after the date of the final prospectus relating to the Public
Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase,  purchase any option or contract to sell,  grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of,  directly  or  indirectly,  any  shares  of Common  Stock or any  securities
convertible  into or exercisable or  exchangeable  for Common Stock or (2) enter
into any swap or other  arrangement  that  transfers to another,  in whole or in
part, any of the economic consequences of ownership of the Common Stock, whether
any such  transaction  described  in clause (1) or (2) above is to be settled by
delivery of Common Stock or such other  securities,  in cash or  otherwise.  The
foregoing  sentence  shall  not  apply  to (a)  the  sale of any  Shares  to the
Underwriters pursuant to the Underwriting Agreement or (b) transactions relating
to  shares  of  Common  Stock  or  other  securities  acquired  in  open  market
transactions after the completion of the Public Offering.

          In addition,  the undersigned  agrees that,  without the prior written
consent of the Representatives, it will not, during the period commencing on the
date hereof and ending 90 days after the date of the Prospectus, make any demand
for or exercise  any right with  respect to, the  registration  of any shares of
Common Stock or any security convertible into or exercisable or exchangeable for
Common  Stock.  The  undersigned  also agrees and  consents to the entry of stop
transfer  instructions  with the Company's  transfer agent and registrar against
the transfer of the  undersigned's  share of Common  Stock except in  compliance
with the foregoing restrictions.

          The undersigned  understands that the Company and the Underwriters are
relying upon this Lock-Up  Agreement in proceeding  toward  consummation  of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is  irrevocable  and  shall be  binding  upon  the  undersigned's  heirs,  legal
representatives, successors and assigns.



          Whether or not the Public Offering actually occurs depends on a number
of factors,  including market conditions.  Any Public Offering will only be made
pursuant  to an  Underwriting  Agreement,  the  terms of which  are  subject  to
negotiation between the Company and the Underwriters.

                                Very truly yours,


                                --------------------
                                (Name)


                               ---------------------
                                (Address)