ML16132A394

Davis-Besse, and Perry - Information Pertaining to Foreign Ownership, Control, or Influence. Part 3 of 6

ML16132A394
Person / Time
Site:	Beaver Valley, Davis Besse, Perry
Issue date:	04/22/2016
From:	FirstEnergy Nuclear Operating Co
To:	Office of Nuclear Security and Incident Response
Shared Package
ML16132A391	List: L-16-092, Information Pertaining to Foreign Ownership, Control, or Influence. Part 4 of 6 ML16132A392 ML16132A393 ML16132A394 ML16132A396
References
L-16-092
Download: ML16132A394 (139)

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PROXY STATEMENT FE DEF+14A 5/17/2016 Section 1: DEF 14A (DEF 14A) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Filed by the Registrant

[Bl Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by a Party other than the Registrant D Check the appropriate box: D Preliminary Proxy Statement D Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[Bl Definitive Proxy Statement D Definitive Additional Materials D Soliciting Material Pursuant to §240.14a-12 FirstEnergy Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s)

Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): [Bl No fee required.

D Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: ( (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid: D Fee paid previously with preliminary materials:

D Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1 l(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed:

Table of Contents FirstEnergy, . ........ and N otice of Annual Meeting of Shareholders Meeting date: May 17, 2016 .. ___J Table of Contents Rhonda S. Ferguson Vice President and Corporate Secretary

Dear Shareholder:

76 South Main Street Akron, Ohio 44308 April 1 , 2016 You are cordially invited to attend the 2016 FirstEnergy Corp. Annual Meeting of Shareholders on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time , at the John S. Knight Center, 77 E. Mill Street , Akron, Ohio. If you plan to attend this meeting, you must register in advance. For infonnation on how to register, see "Atten ding the Annual Meeting" section of the "Q ue stions and Answers about the Annual Meeting" in the accompanying proxy statement.

The notice an d proxy statement contain important information about proxy voting a nd the business to be conducted at the meeting. We encourage you to read it carefully before voting. Then, whether or not you plan to attend the meeting in person, please vote by following the vot ing instructions described in the accompanying materials to ensure that your shares are represented at the meeting. We encourage you to take advantage of our Internet or telephone voting options. Your Board of Directors recommends that you vote "FOR" Items 1 through 5 and "AGAINST" each of the shareholder proposals, which are Items 6 through 9. The proxy s tatement demonstrates our ongoing commitment to provide a clear and detailed discu ssion of matters that will be addressed at the meeting. It includes a proxy statement summary starting on page 1 which s ummarizes the matters to be voted on and provides a high level overview of some of the important corporate governance and executive compensation matters discussed in more detail in the proxy statement.

We encourage you to read the proxy statement summary with the more detailed information elsewhere in the proxy statement.

We are pleased to again take advantage of the Securities and Exchange Commission's "notice and access" rules that permit us to deliver proxy materials to some of our shareholders over the Internet.

This delivery method provides our shareholders with the information they need and allows us to lower our printing and mailing costs, reduce the impact on the environment by decreasing the amount of paper needed to print the proxy statement and related materials , and reduce the resources required to deliver these materials.

The accompanying notice and proxy statement are being mailed to shareholders on or about April 1, 2016. Your vote and support are important to us. Thank you in advance for voting promptly.

Sincerely, Important Note Regarding Voter Participation Pursuant to applicable rules, if your shares are held in a broker account, you must provide your broker with voting instructions for all matters to be voted on at the Annual Meeting of Shareholders except for the ratification of PricewaterhouseCoopers LLP as FirstEnergy Corp. 's independent registered public accounting firm. Your broker does not have the discretion to vote your shares on any other matters without the specific instruction from you to do so. Please take time to vote your shares!

Table of Contents Notice of Annual Meeting of Shareholders April 1 , 2016 To the Holders of Shares of Common Stock: The 2016 FirstEnergy Co rp. Annual Meeting of Shareholders (later referred to as the Annual Meeting or the Meeting) will be held on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, a t the John S. Knight Center , 77 E. Mill Street, Akron, Ohio. The purpose of the Meeting will be to:

• E lect the 14 nominees to the Board of Directors named in the accompanying proxy statement to hold office until the 2017 annual meeting of shareholders and until their successors s hall have been elected;

• Ratify the appointment of Pric ewa terhouseCoop ers LLP as our independent registered public accounting finn for 2016;

• Advisory vote to approve named executive officer compensation;

• Approve a management proposal to amend the Company's Amended Articles ofincorporation and Amended Code of Regul a tions to replace existing supennajority voting requirements with a majority voting power threshold under certain circumstances;

• Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access;

• Vote on four shareholder proposals , if properly presented at the Meeting; and

• Take action on other business that may come properly before the Meeting and any adjournment or postponement thereof. Please carefully review this notice , the annual report and the accompanying proxy statement and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your representation at the Meeting. Only shareholders of record as of the close of business on March 18 , 2016 , or their proxy holders, may vote at the Meeting. If you plan to attend the Annual Meeting, you must register in advance. See the questions and answers "Attend ing the Annual Meeting" section of the accompanying proxy statement for instructions on how to register.

On behalf of the Board of Directors, Rhonda S. Ferguson Vice President and Corporate Secretary Akron, Ohio Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 17, 2016. This prox y statement and the annual report are available at www.ReadMaterial.com/FE.

Table of Contents Pr oxy Summary 1 Information about the Meeting 2 Corporate Governance and Board of Directors 3 Items to Be Voted On 4 Executive Compensation 5 Security Ownership

& Other Important Matters Appendices Table of Contents Questions and Answers about the Annual Meeting Proxy Materials Voting Matters How You Can Vote Attending the Annual Meeting Shareholder Proposals for 2017 Obtaining Additional Information Corporate Governance and Board of Directors Information Audit Committee Report Matters Relating to the Independent Registered Public Accounting Firm Director Compensation Items to Be Voted On , including Management and Shareholder Proposals Review of Director Nominees B i ograph i cal Informat i on and Qualifications of Nominees for Election as Directors Executive Compensation Compensation Committee Report Compensation Discussion and Analysis Executive Summary Compensation Tables Security Ownership of Management Security Ownership of Certain Beneficial Owners Compensation Committee Interlocks and Insider Participation Section 16(a) Beneficial Ownership Reporting Compliance Certain Relationships and Related Person Transactions Equity Compensation Plan Information 1 4 4 7 9 11 13 13 14 23 24 25 28 46 47 54 54 54 54 89 109 110 111 111 111 113 Ut i lity and Gene r al Industry Peer Groups A-1 Proposed Amendments to Amended Articles of Incorporation and Amended Code of Regulations relating to the replacement of existing supermajority voting requirements with a majority voting power threshold under certain circumstances B-1 Proposed Amendment to Amended Code of Regulations to implement proxy access C-1 Table of Contents Proxy Summary 2015 Annual Meeting of Shareholders

• Ti me a n d Date: 8: 00 a.m., Eastern Time, on Tuesday, May 17 , 2016

• Loca t io n: John S. Knight Center, 77 E. Mill Stree t , Akro n , Oh i o

• R ecord D a t e: March 18 , 2016

• Vo tin g: Shareho l ders of record of FirstEnergy Corp. common stock as of the Record Date are entitled to rece i ve the Notice of Annual Meeting of Shareholders and they or their proxy holders may vote t he i r shares at the Annual Meeting.

• A dmi ss i o n: If you pla n to atten d the Annual Mee t i n g , you m ust reg i ster i n a d va n ce. F or i nstructions on h ow t o register, see t he " A tt e n d in g th e Annua l Meeting" section of the "Questions and A n swe rs a b out the An nu al Meeting" b e l ow. Voting Matters Item 1 Item 2 Item 3 Item 4 Item 5 Items 6 to 9 Election of 14 Director Nom i nees named in th i s proxy statement Ratify the appo i ntment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016 Advisory vote to approve named executive officer compensation Approve a management proposal to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold under certain c i rcumstances Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access Shareholder Proposals How to Cast Your Vote Board Vote Recommendation FOR AGAINST ,/ ,/ ,/ ,/ Page Reference (for more detail) 28 2 9 2 9 30 3 2 3 5 Your v ot e i s important!

Eve n if y ou pl a n to a tte nd o ur A nnu a l Mee ting in per s on , plea se cast y our v ot e a s so on a s po s sibl e b y: Internet (or by scanning the QR Code if provided on your proxy card/voting instruction form) Telephone Mail by returning y our proxy card/voting instruction form Pl ease fo ll ow t h e i ns tru ctions p rovi d e d o n your p roxy card/vot in g i ns t ruc ti o n form (la t er referre d to as th e proxy car d), No t ice of Int e rn e t Ava il a bil ity of P roxy Ma t e ri a l s, or e l ec t ro ni c or ot h e r co mmun ica ti o n s included w ith yo ur pro xy ma t e ri a l s. A l so refer t o th e " H ow Yo u Ca n Vo t e" s e c ti o n o f th e "Q u est i o n s a nd A n swers a b ou t t he A nnu a l Meet in g" b e l ow fo r mor e d e t a il s. I FirstEner!'.lv Corp. 2016 Proxy Statement Table of Contents Prox) Su11m1w:i* (Co11/11wed)

Board Nominees Your Board of Directors (later referred to as your Board) has 14 members that will stand for re-election.

Each member stands for re-election annually. The following table provides summary information about each director nominee standing for re-election to your Board. Director # of Other Public Name Age Since lndependen1 Committee Memberships Company Boards 1 Paul T. Addison 69 2003 Yes Audit , Finance (Chair) 0 Michael J. Anderson 64 2007 Yes Corporate Governance (Chair), Finance I William T. Cottle 70 2003 Yes Corporate Governance, N ucl ear (Chair) 0 Robert B. Heisler, Jr. 67 2006 Yes Audit, Compensation 3 Julia L. Johnson 53 2011 Yes Corporate Governance, Nuclear 3 Charles E. Jones 60 2015 No N I A 0 Ted J. Kleisner 71 2011 Yes Compe n sat ion (Chair), Nuclear 0 Donald T. Misheff 59 2012 Yes Audit, Compensation 2 Thomas N. Mitchell 2 60 2016 Yes N uclear 0 Ernest J. Novak, Jr. 71 2004 Yes Audit (Chair), Finance 2 Christopher D. Pappas 60 2011 Yes Com pensation , Finance 2 Luis A. Reye s 64 2013 Yes Corporate Governance, Nuclear 0 George M. Smart 70 1997 Yes Audit, Co rporat e Governance 1 Dr. Jerry Sue Thornton 69 2015 Yes Compensation, Finance 3 1 As defined under New York Stock Exchange Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions.

2 Mr. Thomas N. Mitchell was e l ected to yo ur Board effective January 19 , 2016 and is a nominee for election by shareho ld ers at the Annual Meeting. Ms. Catherine A. Rein and Mr. Wes M. Taylor retired from your Board , effective May 19 , 2015. Additionally, Mr. Anthony J. Alexander concluded his services to your Board , effective April 30, 2015 and will not be standing for re-election.

Corporate Governance Highlights Your Company is committed to good corporate governance, which we believe is shareholder interests.

Highlights include: important to the success of our business and in advancing

./ ./ ./ ./ ./ ./ ./ ./ ./ ./ ./ ./ The positions ofChainnan of the Board and Chief Executive Officer (later referred to as our CEO) are separated . Annual election of all directors All directors are independent, other than the CEO Board committees comprised entirely of independent directors Director Resignation Policy requiring any director nominee in an uncontested director election who receives a majority withheld votes to tender his or her resignation Diversity reflected in Board composition Independent directors meet without management present at every regular Board and committee meetings Corporate Governance Committee and Board engage in rigorous director succession planning Mandatory retirement age of72 for our directors per our Corporate Governance Policies Directors attended at least 87 percent or more of Board and applicable committee meetings in 2015 Our Corporate Governance Policies provide that your Board considers diversity, age, business or administrative experience and skills and other attributes when evaluating nominees for your Board Risk oversight by full Board and its committees 2

Corp. 2016 Proxy Statement Table of Contents P1 oxv Su111111wy (Cont in11ed) ./ Required annual Board and comm i ttee assessments per our Corporate Governance Policie s ./ Active shareho ld er engagement and outreac h ./ Shareholders of 25 percent or more of our shares outstanding and entitled to be vote ha v e the right to call a special meeting ./ Robu s t stock ownership guidelines

./ Policy prohibiting short sales , hedging , margin accounts and pledging by our directors and executive officers ./ Robust director orientation and continuing education Our c orporate governance practices a r e d e scribed in greater detail in the " Corporate Governance a nd Board of Directors Infonnation" section. Executive Compensa t ion Highlights I What we do ./ P ay-for-p e rfonn ance ./ Conside r peer groups in estab li sh in g compensation

./ Review tally s h eets ./ Robu st stoc k ownership guidelines

./ ./ Clawback polic y Retain an independent compe n sat ion consultant

./ Annual advisory vote to approve named executive officer compen sa tion ./ Compensation Committee that i s comprised entirely of independent directors What we DON'T do ./ Do not allow repricing of stock options ./ Do n o t a ll ow hedging or pledging o f Company stock by our directors and exec uti ve officers ./ Do n ot have excise tax gross-u p s ./ Do not pa y t ax gross-up s on our limited perqui si te s Do not provide excessive perqui sites ./ Our exec uti ve compensation pra c ti ces are de sc ribed in greater detail in the "Exec uti ve Compensation" sect ion. !Note About Forward-Looking Statements

Certain of the matters di sc u sse d in thi s prox y state ment are forward-looking sta tement s , within the me a ning of the !Pri va t e Securities Litigation R eform Act of 1995, that are subject to risks and uncertainties. The se sta tem ents in c lude declarations regarding man age ment's intents, beliefs and current expectat i ons , including regarding future financial an d operational performance (whet h er assoc iat e d with compensation arrangements 01 !Otherwise), and t y picall y contain, but a re not limited to , the terms " anticipate

," "pote ntial ," "ex pect ," "fo reca s t ," "goa l ," " target ," "w ill," " intend ," " believe ,' project ," "es tim a te ," " plan" and s imilar words. Forward-looking statements involve estimates, assumptions , known a nd unknown risks , uncertainties and othe1 factors th at m ay cause actual results , performance or achievements to b e materially different from any future re s ult s , performance or achievement s expressed 01 impli ed by s u c h forward-looking state ment s. These forward-looking state ments a re qualified b y , and s hould be read together with , the ri s k factors included in (a Item IA Ri sk Factors an d Item 7 Management's Discussion and Analysis of Financial Condition and Re s ult s of Operations in our most recent Annual Report or !Form I 0-K and (b) other factors discussed in o ur other filing s with the Securities a nd Exchange Commission.

We expressly disclaim any current intention tc !Upd a t e , except as required by law , any forwa rd-looking s tat e ment s contained h erein as a result of new information , future events or otherwise. Except a! !Otherwise n o ted , the information herein i s as of March 23, 2016 , the date we commenced printing in order to commence mailing on or about April I , 2016. 3 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents "'lf17r1iJ1i1Y1

,bout rho MceL .,g Questions and Answers about the Annual Meeting Proxy Materials 1 I a

Why did I receive these proxy materials?

A: You received these proxy materials because you were a holder or beneficial owner (as defined below) of shares of common stock of FirstEnergy Corp. (later referred to as Fir stEnergy , the Company , we, us or our) as of the close of business on March 18 , 2016 , the record date (later referred to as the Record Date). Your Company's Annual Meeting of Shareholders (later referred to as the Meeting) will be held on Tuesday, May 17 , 2016. We began distributing these proxy materials to shareholders on or about April 1 , 2016. 2 I a: Can I view future FirstEnergy proxy materials and annual reports on the Internet instead of receiving paper copies? A: Yes. If you received paper copies of this proxy statement and the annual report and you are a shareholder of record , you can elect to view future proxy statements and annual reports on the Internet by marking the designated box on your proxy card or by following the instructions when voting by Internet or by telephone.

If you choose this option, prior to the next annual meeting, you will be mailed a paper copy of the proxy card along with instructions on how to access the proxy statement and annual report using the Internet unless applicable regulations require delivery of printed proxy materials.

Your choice will remain in effect until you notify us that you wish to resume mail delivery of these document s. If you previously elected to access your proxy materials over the Internet , you will not receive a Notice ofl nt ernet Availab ili ty of Proxy Materials (later referred to as a Notice of Internet Availability) or paper copies of proxy materials in the mail unless applicable regulations require delivery of printed proxy materials.

Instead , you will receive a paper copy of the proxy card along with instructions on how to access the proxy statement and annual report using the Internet.

If you received a Notice oflnternet Ava ilabili ty, you may not receive printed copies of proxy statements and ann ual reports in the future unless applicable regulations requ i re delivery of printed proxy materials. However, you may e l ect to be mailed a paper proxy card with instructions on how to access proxy statements and annual reports using the Internet for future meetings by following the instructions whe n voting. The Notice of Internet Ava il ability also contains in structions on ho w you may request delivery of proxy material s in printed form for this Meeting or on an ongoing basis, if desired. If you are a beneficial owner , refer to the information provided by your broker, bank or other nominee for instructions on how to elect to view future FirstEnergy proxy statements and annua l reports on the Internet instead of receiving paper copies. 4 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 I a: 1 lrtfC(J'n.atio, :iboul he Meet_.,g Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of receiving a full set of printed proxy materials?

A: To reduce the environmental impact and related costs of the Meeting , we are pleased to again furnish the proxy materials over the Internet.

As a result , we are sending a number of our shareholders a Notice of Internet Avai l ability instead of a printed copy of the proxy materials. A ll shareholders receiving the Notice of Internet Avai l ab ili ty wi ll have the abi li ty to access the proxy materials and vote via the Internet and to request a printed copy of the prox y materials by mail , if desired. Instructions on how to access the proxy materials over the Internet, to vote online , an d to request a printed copy may be found in the Notice of Internet Availability. In addition , the Notice oflnternet Avai l a bili ty contains instructions on how you may request delivery of proxy materials in printed fonn for this Meeting or on an ongoing basis, if desired. 4 I a: Can I vote my shares by filling out and returning the Notice of Internet Availability, if I received such notice? A: No. The No ti ce of Intern et Ava ilability id en tifi es the it ems to b e vote d on at the Meeting, but yo u cannot vote b y marking the Notice ofl nt ernet Avai l a bili ty and returning it. The Notice of Internet Ava il a bili ty provides in structions on how to vote via the In te rn e t , how to request prox y materials in print e d form so that yo u can vo t e b y telephone or b y returning a paper proxy card by m a il, a nd how t o submit a b a llot in p erso n at the Meeting. s I a: Why did we receive just one copy of the proxy statement and annual report when we have more than one stock account in our household?

A: Where a pplic a ble , we fo llow the Securities a nd Exc h a n ge Com mi ss ion (later referred to as th e S EC) rule that permit s u s to send one copy each of this proxy statement and the annual report to a household if shareholders provide written or implied consent. We previously mailed a notice to eligible regi ste red sha reholder s stating our intent to use this rule unle ss a s harehold e r pro v ided a n objection.

Usi n g this rule reduces unnecessary publi ca tion and mailing costs. Sh are h o ld ers continue to re ce i ve a se p arate proxy ca rd or o pp ortunity to vote via the Int erne t , as a pplicable , for each s tock account. If you are a registered s h areho lder and received only one co p y ea ch of the pro xy s t ate ment and the annual report in your hou se hold , yo u can r e que st multiple copie s of the pro xy s t ate ment and the annual r e port for some or all accounts for this year or in the futur e, either by calling Shareholder Services at 1-800-736-3402 or by writing to FirstEnergy Corp., c/o Am e ri ca n Stock Transfer & Trust Comp a ny , LLC, P.O. Box 201 6, N ew York , NY 10272-2016, and we will promptly deli ver the requ es t e d copies. You also may contact us in the same manner if you are receiving multiple copies of thi s proxy stateme nt a nd/or the a nnual report in y our household and desire to recei ve one copy. If you are not a re g i ste red s h a r e hold e r and yo ur s h a re s are held by a b a nk , broker , or other nomin ee you wi ll need to contact s uch b an k , broker , or other nomin ee to re vo ke your election and receive multiple copies of these documents.

5 I FirstEner!:lv Corp. 2016 Proxv Statement Table of Contents 6 I a:

ilhoul he M ct!l .,g What is the difference between hold i ng shares as a " s hareholder of record" and holding shares in " s t reet n ame" or as a " beneficial owner"? A: Shar e hold e r of R ec ord: If your shares a re registered directly in your name with our transfer agent, American Stock Transfer & Trust Company , LLC (later referred to a s AST), you are a shareholder of record of the shares. As the sh a reholder of record , you hav e the right to vote your shares directly or to grant a proxy to vote your shares to a representative of your Company or to another person. As a record holder you ha v e received either a proxy card to use in voting your shares or a Notice oflnternet Availability which instructs you how to vote. 7 I a: B e n e ficial O w n e r: If your shares are held through a b a nk , broker , or other nominee , it is likely that they are registered in the name of such bank , broker , or other nominee and you are the beneficial owner of shares, meaning that you hold shares in "street name." You are a l so a beneficial owner if you own shares through the FirstEnergy Corp. Savings Plan. As a beneficial owner of shares , you have the right to direct the registered holder to vote your shares , and you may attend the Meeting (please see the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" below for instructions on how to register in advance). Your bank, broker or other nominee has provided a voting instruction form for you to use in directing how your shares are to be voted. However , since a beneficial owner is not the shareholder of record , you may not vote your shares in person at the Meeting unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so. If you are a FirstEnergy Corp. Savings Plan participant, because the Savings Plan's Trustee is the only one who can vote your Savings Plan shares , you cannot vote your Savings Plan shares in person at the Meeting (a lth ough you may attend the Meeting by following the instructions on how to register in advance in the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" below). Who is soliciting my vote, how are proxy cards being solicited, and what is the cost? A: Your Board is soliciting your vote. We have arranged for the services of Morrow & Co., LLC to solicit votes personally or by telephone , mail, or other electronic means for a fee not expected to exceed $19 , 250 , plus reimbursement of expenses. Votes also may be solicited in a similar manner by officers and employees of your Company on an uncompensated basis. Your Company will pay all solicitation costs and will reimburse banks, brokers, or other nominees for postage and expenses incurred by them for sending proxy materials to beneficial owners. 6 FirstEnerQv Corp. 2016 Proxy Statement Table of Contents 1 lnfOT.l:l1io., :ibout he Mecl ig Voting Matters 8 9 Q: What items of business will be voted on at the Meeting? A: The it ems of business schedu l ed to be voted on at th e Meeting are: Q:

• Item I -Election of 14 Director Nominees named in this proxy sta t emen t

• Item 2-Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting finn for 2016

• Item 3 -Advisory vote to approve named exe cuti ve officer compensation

• Item 4-Approve a management proposal to a m e nd the Co mpany's Amended Artic l es oflncorporatio n and Amended Code of Regulations to replace ex i s ting superma jority vo tin g requirements wit h a majority vo tin g power threshold und e r certa in circumstances

• It em 5 -Approve a management proposal to amend the Co mp a n y's Amended Code of R egu l ations to implement proxy access

• Items 6 Sh are h o ld er propo sa l s What is a quorum and what other voting information should I be aware of? A: As of the Record Date , 424 ,670,8 12 shares ofour common stock were outstanding.

A majority of the se s hares r ep re se nt e d at the M eet ing either in person or b y pro xy constitutes a quorum. A quorum is required to conduct bu s ine ss at the Meeting. All shares represented at the Meeting are count e d for the purpose of detennining a quorum , without r egar d to abstentions or broker non-votes. A broker non-vote occurs when an entity holding shares in street name , such as a bank or broker submits a prox y for yo ur s h a res but does not indicate a vote for a particular "n on-routine" propo sa l (such as Item s 1 a nd 3 -9) bec ause yo ur broker does not have the a uthority to vo te on that proposal and h as not received s p ecific vot ing in s truction s. You are e ntitled to one vote for each s h are of co mmon stock you owned on the R eco rd Dat e. If you are a beneficial owner, we encourage you to pro v ide instructions to your bank , broker , or other nomine e b y executing the voting form supplied to you by th a t e ntity. A broker will be permitted to vote your s hares on Item 2 without your instructions becau se Item 2 is considered a " routine" matter under applicable New York Stock Exchange (l a t e r referred to as NYSE) rule s; however, your broker cannot vote your shares on any other items unless you provide instruction s becau se the se a re deem e d to be " non-routine" matter s under NYSE rule s. Therefore , yo ur failure t o g i ve voting in st ruction s means that yo ur s h a r es will not b e vo ted on the se " non-routine" it ems and, as a pplic a bl e, yo ur unvoted shares will be broker non-v otes. An i tem to be v oted on may require a percentage of votes cast, rather than a percentage of shares outstanding, to determine passage or failure. Votes cast is defined to include both "F or" and "Aga inst" votes and excludes abstentions and broker non-votes. If your proxy card is not completed properly , such as markin g more than one b ox for a n item , yo ur vote for that particular it e m will be treated as an a b s t e ntion. 10 I a: What is the vote required for each item to be voted on? A: For the election of director s named und e r Item I , the 14 nominee s receiving the most "Fo r" votes (amo ng votes properly cast in person or by proxy) will be elected. As further described 7

Corp. 2016 Proxy Statement Table of Conte nt s 11 I a: A: 12 I a: A: 1 nftrn.tio1 ilboul tht:! Mccl ,g in Item 1 below , any nominee for director who receives a greater num b er of vote s "Withheld" from his or her election than votes "For" his or her e l ection wi ll promptly tender hi s or her resignation to th e Corporate Governance Comm itt ee following ce rti ficat i o n of the sha reh o ld er vote. A b ste nti ons an d brok er non-votes wi ll h ave no effect. With respect to It em 2 , ratificat i on of the appoi ntment of Pric ewater hous eCoo p ers LL P as your Com p any's ind ependen t registered public accounting finn for 20 1 6 requires the affinnative vote of a majori ty o f votes cast. Abs tentions a nd broker non-votes w ill ha ve no effec t. For Item 3, the affinnative vote of a majority of the votes cast is required t o approve, b y non-binding vote, nam ed execut i ve officer co mpen sation. Abstent i ons and brok e r non-vo tes will h ave no effect. With re s pect to Item 4 , the management proposal requesting approval to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations relating to the replacement of ex i s ting s upermajori ty voting requirement s with a majority voting pow er threshold under certain circumstances , and Item 5 , the managem e nt proposal requesting approval to a mend the Company's Amended Code of Re g ulations to implement prox y access, each require the affirmative vote of 80 percent of the vo tin g power of the Company (i.e., outstanding shares). Acco rdingl y, a bstentions and broker votes will b e counted a nd h ave the sa me effec t as a "no" vote on these items. The non-binding shareholder proposals in Items 6 through 9 , must receive the affinnative vote of a majority of votes cast. Abstentions and brok er non-votes will ha ve no effect. Notwithstanding the result s of the s hareholder vote, the ultimate adoption of any mea s ur es ca ll e d for by th ese s hareholder proposals is at the discretion of your Board. Will any other matters be voted on other than those described in this proxy statement?

We do not know of any business that will be considered at the Meeting other than the matters described in this proxy statement.

However , if other matters are presented properly, your executed appointment of a proxy will give authority to the appointed proxies to vote on those m a tters a t their discretion , unless you indicate otherwise in writing. Where can I find the voting re su lts of the Meeting? We will announce prelimin a ry voting result s at the Meeting. Final voting results will be set forth in a Current Report on Form 8-K, which is required to be filed with the SEC within four business days after the date of the Meeting and will be posted on our website at www.jirste n ergycurp.co m under the tab " Investors ," then by selecting

" SEC Filings & Reports." You ma y also automatically receive your Co mp a ny's SEC Alerts (which include alerts for th e filing of Fonn 8-Ks b y your Company with the SEC) v i a e-mail by visiting that same website and clicking on " Investors," " SEC Filings & Reports" and then the E-mail Alert icon. 8 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents 1 lnf°"'-ril1io"1

ibout he Mcr!l g How You Can Vote 13 I a: Who is entitled to vote at the Meeting? A: Shareholders of record of FirstEnergy common stock as of the Record Date are entitled to receive notice of the Meeting and vote their shares. If you plan to attend th e Mee tin g, please see the "Atten din g th e Ann u a l Meeting" sectio n below of these "Questio n s a nd Answers abo ut the A nnu a l Meeting" fo r in st ru ctio n s on how to register in adva nc e. 14 I a: How does the Board recommend that I vote? A: Your Board recommends that yo u vo te as fo llow s: 1s I a: * "For" th e 14 Nominees to your Board who a re li ste d in this proxy statement (Item I); * " For" the ratification of the appointment of Pri cewa terhouseCoop e r s LLP as our ind ependent r eg istered public accounting firm fo r 20 1 6 (It em 2); * "For" the a d visory vote to approve named executive officer compensation (Item 3); * " For" the management propos al to amend the Company's Amended Articles oflncorporation and Amended Code of R egu lation s to replace existing supermajority vo tin g requirement s with a m ajo rity voting power threshold under certa in circum s tan ces (Item 4); * "For" the m a nagement proposal to amend the Company's Amended Code of Regul a tions to implement proxy access (Item 5); and * "Against" eac h of the s hareholder propo sa l s (Items 6 through 9). How do I vote? A: As further de s cribed below , if you are voting b y Internet , telephone or mail , your vote mu st be received by 7:00 a.m., Eastern time, on Tu es da y, May 17, 2016, to be counted in the final tabulation except for s hare s h e ld by participants in the FirstEnergy Corp. Savings Plan. If you are a participant in the FirstEnergy Corp. Savings Pl a n, you r vo te on shares held through the FirstEnergy Corp. Savings Plan must be received by 6:00 a.m., Eastern time , on Monday, M ay 16 , 2016 , to be counted in the final tabulation. ![you are a s ha re h o ld er of record or an em ploy ee w h o hold s unvested restricted sloe/(,, yo u can vote your shares using one of the follo w ing method s. Whether you plan to attend the Meeting or not , we encourage you to vote as soon as possible.

• By Internet -Go to th e we b site indicated on yo ur proxy card or Notice of Internet Availability and follow th e instructions.

• By telephone

-Call the toll-free number indic a ted on your proxy card using a touch-tone telephone and follow the instruction

s.

• By mail Complete, date and sign the proxy card that you received in the mail. If you properly sign your proxy card but do not mark your choices, your shares will be voted as recommended by your Board. 9 Corp. 2016 Pr oxy Statement Table of Contents (rrfl>t"latior"l:iboul the Meet ,g -Mail your proxy card in the en c losed post a ge-paid envelope. If your envelope is misplaced , send your prox y card to Corporate Election Services , your Company's independent proxy tabulator and Inspector of E l ection. The address is FirstEnergy Corp., c/o Corporate Election Services , P.O. Box 3230 , Pittsburgh , PA 15230.

• At the Meeting -You may vote in person at the Meeting , even if you previously appointed a proxy by Internet , te l ephone , or mail. If you received a Notice oflnternet Availability and would like to vote by telephone or mail , ple a se follow the instructions on your notice to request a paper copy of the proxy materials and proxy card. ![you ar e a parti c ipant in th e FirstEn e rgy Corp. Savings Plan, your proxy card will include the shares of common stock held for your account in the FirstEnergy Corp. Savings Plan and any other shares registered with our transfer agent, AST , as of the Record Date. You can vote shares allocated to your Savings Plan account by submitting your voting instructions by telephone or through the Internet as instructed on your proxy card or by completing , sig ning , and dating the proxy card and returning the form in the enclosed postage-prepaid envelope.

Subject to the Employee Retirement Income Security Act of 1974, as amended, and pursuant to the Savings Plan provisions , the Savings Plan's Trustee will vote a ll s har es as instructed by Savings Plan participants and shares for which the Savings Plan's Trustee does not receive timely vo tin g instructions will be voted in the same proportion as the shares held under the Savings Plan for which th e Savings Plan

's Trustee receives timely vot in g instructions.

Because the Savings Plan Trustee is the only one who can vote your FirstEnergy Corp. Savings Plan shares, you may not vote such shares at the Meeting. B e neficial own e rs (other than participants in the FirstEnergy Corp. Savings Plan) will receive instructions from the holder of record (the bank , broker or other nominee th at holds your shares) that you must follow in order for your shares to be voted. Also, please note that if yo u wish to vote in person at the Meeting, you must request a legal proxy from your bank, broker, or other nominee that holds your shares and present that legal proxy identifying you as the ben eficial owner of your shares of FirstEnergy commo n stock and authorizing you to vote those shares at the Meeting. 16 Q: How may 1 revoke my proxy? A: You may revoke your appointment of a proxy or change your related voting instructions one or more time s by:

• Mailing a proxy card that revises your previous appointment a nd vot in g instructions;

• Voting by Internet or telephone after the date of your previous appointment and voting instructions

• Voting in person at th e M ee ting (other than p a rticipant s in the Fi r s tEnergy Corp. Sav in gs Plan); or

• Notifying the Corporate Secretary of yo ur Company in writing prior to the commencement of the Meeting. The proxy tabulator will treat the la st in structio n s it rec eives from you as final. For example, if a proxy card is received by the proxy tabulator after the date that a telephone or Internet appointment is made , the tabulator will treat the proxy card as yo ur final instruction.

For that reason , it i s 10 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 1 tnfE:YM31iCYl about he Mcr:I ,g important to allow sufficient time for your voting instructions on a mailed proxy card to reach the proxy tabulator before changing them by telephone or Internet.

Please note that unless you are vot in g in person at the Meeting, in order to be counted , the revocation or change must be received by the date and time discussed above in Question 15 above. Also refer to Question 15 above for additional instructions. If you are a beneficial owner of shares , you must follow the directions you receive from your bank, broker, or other nominee in order to change your vote. Attending the Annual Meeting 17 Q: Do 1 need to register in advance to attend the Meeting? A: Yes. In accordance with our security procedures, if you plan to attend the Meeting, you will need to register in advance by following the advance registration instructions below. Attendance at the Meeting will be limited to your Company's invited guests and to persons owning FirstEnergy Corp. shares as of the Record Date of March 18 , 2016, who register in advance of the Meeting as described below and present: (i) an admission card (refer to further instructions below) and (ii) a valid form of government-issued photo identification.

The admission card admits only the named shareholder(s) and is not transferable.

If you are a beneficial owner of shares (other than being a participant in the FirstEnergy Corp. Savings Plan), to attend the meeting you will also need an original copy of a letter or l egal proxy from your bank , broker , or other nominee or your account statement s howing proof that you own FirstEnergy shares as of the Record Date. Advance Registration If you are a shareho ld er of record , participant in the FirstEnergy Corp. Savings Plan or an e mploy ee w ho holds unvested restricted stock and you are vo ting by Intern et or telephone, or by mail: To register to attend the Meeting, please indicate that you will attend the Meeting when voting by Internet or telephone, or check the appropriate registration box on your proxy card if voting by mail. A ll other share hold ers: To register to attend the Meeting and, as ap plicabl e, have a n a dmi ss ion ca rd mailed to you , please send a request containing all of the following information by mail to: 11 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 1 "'Jfornatio.'l

,bout hr. Meet "'lg FirstEnergy Corp. A nnu a l Meeting Registration

-A-G0-1 6 , 76 South Main Street , Akro n , OH 4430&-1890

by email to

Registration

@FirstEnergyCorp.com or by fax: 330-7 77-6519: I. Your name, mailing address and telephone number; and 2. If you are a b enefic i a l ow n er (other than participants in the FirstEnergy Corp. Savings Plan), proof that you own FirstEnergy s h ares (such as a photocopy of a l etter or l ega l proxy from your b ank , brok e r , or ot h er n ominee or a photocopy of your acco unt sta t e m ent redacting certain information) as of th e Record Date of March 1 8, 2016. Admission Card If yo u plan to atte nd th e Meeting , please follow the advance registration instructions above and bring the a dmi ssio n card wi th you to the Meeting. If you are a s h a reholder of record , p a r tic ip an t in the FirstEnergy Co rp. Savings Pl a n or an employee w ho hold s unvested restricted stock, the a dmis s ion card portion of your proxy card or one-p age Notice of Int e rnet Availability th at was included with yo ur pro xy material mailing w ill serve as your admission card. A ll other s h are hold ers must fo llo w th e in s truction s above to receive an admi ss i on card. Other Related Matters If you desire to have one representativ e attend the Meeting on your b e h a lf or one representative designated to present a shareholder proposal properly brought before the Meeting , please follow the process under "All other shareholders" above and include the name, mailing a ddress and telephone number of that representative.

Cameras, recording e quipment , computers , large bag s and items s u c h as briefca ses, backpack s and packag es will not be pennitted in the Meeting room. No individual ma y use communication d evices, t ake photograph s, or use audio or video recording equipment in the Meeting facilities without the express written penni ss ion of your Co mp a n y. No fireanns or weapons will be allowed in the Meeting facilities.

Signage a nd other inappropriate items are likewise prohibited. 18 I Q: What are the directions to the Meeting location?

A: John S. Knight Ce nt e r , 77 E. Mill Street, Akron, Ohio

• From Ohio Turnpike Vi a Route 8: Take I-80 East to Exit 180 (Route 8 South). Follow Route 8 South to the Perkins Street exit. Exit right onto Perkins Street. Proceed on Perkin s Street until reaching High Street. Turn left onto High Street. Proceed on High Street , pa ss ing over East Market Street. The John S. Knight Center i s l o cated on the left at the corner of High & Mill Street s.

• F rom North Via I-77 & We s t Via I-76: T ake I-77/I-76 (t hey run concurrently briefly) to Exit 22A. Merge with a one-way side s t r eet (S outh S treet). Fo llow South Street to the 2 nd li g ht-At that point all traffic mu s t turn left onto Broadwa y. Follow Bro a dwa y to Mill Stre e t. The John S. Knight Center i s locat e d at the co rner of Broadw ay & Mill Streets.

• From North and South via 1-71: Take 1-71 to 1-76 East to Exit 22A (Main/Broadway/Downtown) then follow directions above.

• From South: Take 1-77 to Exi t 22A. Tak e Bro a dw ay and follow Bro a dway to Mill Street. The John S. Knight Center is loc a ted on the left a t the corner of Broadway & Mill Streets. Parking is avai lable next to and near the John S. Knight Center. 12 I Corp. 2016 Pro xy Statement Table of Contents 1 lnfol"'l31io., .:ihout i:hc Mccl ig Shareholder Proposals For 2017 19 Q: When are shareholde r proposals due for the 20 1 7 Annual Meeting? A: Under the rule s of the SEC , a shareholder who wishes t o offer a proposal for inclusion in your Company's proxy statement and proxy card for the 2017 annual meeting of shareholders must submit the proposal and any supporting statement by December 2, 2016, to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron , OH 44308-1 890. Any proposal received after that date wi ll not be eligible for in clusion in the 2017 proxy statement and proxy card. Under our Amended Code of Regulations , a shareholder who wis he s to properly introduce an item of business before an annual meeting of shareholders must follow the applicable rules and procedures.

The proc e dures provide that we must receive the notice of intention to introduce an item of business, including nominations of candidates for election to your Board, at an annua l meeting not l ess than 30 nor more than 60 calendar days prior to the annua l meeting. In the event public announcement of the date of the annual meeting is not made at least 70 ca lend ar days prior to the date of the meeting, notice must be received not later than the close of bu siness on the l 0th calendar day following the day on which the public announcement is first made. Accordingly, if a public announcement of the date of the 20 17 annual meeting of shareholders is made at le ast 70 calendar days prior to the date of the meeting and assuming that our 2017 annual meeting of shareho ld ers is held on th e third Tuesday of May, we must receive any notice of intention to introduce an item of business at that meeting no earlier than March 17, 2017 and no later than April 16 , 2017; otherwise, we must receive any notice of intention to introduce an item of business at that meeting no later than the close of bu siness on the 10th calendar day following the day on which the public announcement is first made. Ifwe do not receive notice as set forth above or if certain other requirements of applicable law are met , the persons named as proxies in the proxy materials relating to that meeting will use their discretion in vo ting the proxies when these matters are raised at the meeting. Our Amended Code of Regulations is available on the S E C website and upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Obtaining Additional Information 20 Q: How can I learn more about FirstEnergy's operations?

A: If you received a paper copy of this proxy statement , you can learn more about our operations b y re viewing the annual report to s hareholders for the year ended December 31, 2015, that is included with the mailing of this proxy statement.

If you did not receive 11 pap e r co py of thi s pr oxy statemen t , yo u can view th e annua l r ep or t an d o th er i n fo r m a tion by v i s iting o u r web s it e al www.firstenergycorp

.com/financ ialr eports or www.ReadMaterial

.com/F E. A copy of our latest Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC, including the financial statements and the financial statement schedules, will be sent to you, without charge, upon written request to Rhonda S. Ferguson, Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890.

You also can view the Form 10-K by visiting your Company's website at www.firstenergycorp.com/financialreports.

Information contained on any of the Company or third-party websites referenced above or later in this proxy sta tement i s not deemed to be part of this proxy stateme nt. 13 FirstEner!'.)y Corp. 2016 Proxy Statement Table of Contents Corporate Governance and Board of Directors Information Board Leadership Structure Your Board separated the positions of CEO and Chainnan of the Board in 2004 and such separation has continued except for a brief transition period from January I, 2015 to April 30, 2015 in which your fonner CEO, Mr. Anthony J. Alexander, served as Executive Chainnan. During this brief transition period, Mr. George M. Smart served as yo ur Lead Independent Director.

Effective May 1 , 2015 , Mr. Smart returned to his prior role as your independent Chainnan when your fonner CEO conc lu ded his service as Executive Chairman.

Mr. Smart, whether in his role as Chairman or in his ro l e as Lead Independent Director during the transition period , presided at all executive sessions of the independent directors. Our Amended Code of Regulations and Corporate Governance Policies do n ot require that your Chainnan of the Board of Directors and CEO positions be separate, an d your Board has not ado pted a specific policy or philosoph y on whether the role of the CEO and Chairman of the Board of Directors s hould be separate. However, having a separate Chairman of the Board and CEO has typically a llowed your CEO to focus more tim e on our day-to-day operations and i s appropriate at this time. As required by the NYSE listing stan dard s , FirstEnergy schedules regular execut i ve sessio n s for yo ur independent directors to meet w ithout management participation. Because an independent director is required to preside over each such executive session of independent directors , we belie ve it i s mor e efficient to have your Lead Independent Director or independent C hairman preside over all such meetings as opposed to rotating that function among all of your Company's independent directors.

Director Independence Your Board annually reviews the independence of each of it s member s to make the affirmative determination of independence that is called for by our Corporate Governance Policies and required b y the SEC and the li sting standards of the NYSE, including certain independ e nc e requirement s of Board memb ers serving on the Audit Committee, the Compensation Comm ittee and the Corporate Governance Committee.

Your Bo a rd adheres to the definition of an "independent" director as established by the NYSE and the SEC. The definition used by your Board to detennine independence i s included in our Corporate Governance Policies and can be viewed by visiting our website at www.flrstenergycorp.com

/charters.

Compliance with the definition of independence is reviewed annually b y the Corporate Governance Committee.

During this review, your Board recognizes that in the ordinary course of business , re l ationships and transactions may occur between your Company and its subsidiarie s and entities with which some of our directors are or have be e n affiliated.

Accordingly, our Corporate Governance Guidelines pro vide categorical standards to assist your Board in determining what constitutes a material relationship for purposes of determining a director's independence.

The followin g commercial and charitable relationships are not considered to be a material relation s hip that wou l d imp ai r a d ir c t o r's ind e p e nd e n ce: (i) if the director , an immediate family member or a person or organization with whic h the director has an affiliation purchases electricity or related product s or services from the Company or its s ub sid iari es in the ordinary course of business and where the rates or charges in vo l ved in the trans action are fixed in confonnity with law or governmental authority or otherwise meet the req u irements of Instruction 7 to Item 404(a) of Regulation S-K; (ii) the aggregate charitable contributions made by the Company to an organization with which a director has an affiliation were less than $100,000 in each of the last three fisca l years; or (iii) the aggregate of other payments made by the Company to another entity with which a director has an affiliation, or received by the Company from that other entity, were l ess than $1 million in each 14 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents of the last thre e fiscal years. Notwithstanding the foregoing , y our Board will not tr e at a director's relationship with th e Company as c a tegorically immateri a l if th e relation s hip otherwi s e conflict s wi th th e NY S E corp o rate g ov e rn a n ce li s ting s t a nd a rd s or i s requir e d to be di s closed by th e Company pur s uant to Item 404 of Regulation S-K. Based on the February 2016 independence review, y our Board affirmatively determined , with the exception of our CEO , Mr. Charles E. Jones, that all nominee s (Paul T. Addison, Mich a el J. Ander s on , William T. C ottl e, Rob e rt B. Hei s ler , Jr., Julia L. John s on , Ted J. Klei s ner , Don a ld T. Misheff , Thomas N. Mitch e ll , Ernest J. No v ak , Jr., Chri s toph e r D. Pappa s, Lui s A. Re y e s, George M. Smart and Dr. J e rry Su e Thornton) are independent , in e a ch case under these independence standards.

Mr. Jone s is not con s idered an independent director because of his employment with your Company. Additionally , Ms. Catherine A. Rein and Mr. Wes M. Taylor who retired from your Board effective May 19 , 2015 , w ere considered independent directors and Mr. Anthon y J. Alexand e r, w ho concluded his servi c es to your Board effective April 30 , 2015 , was not considered an independent director because of hi s employment with your Company. In making such determinations, your Board considered the fact that certain directors are executive officers of companies with which we conducted business. In addition , many of our directors are or were directors , trustees , or similar advisors of entities with which we conducted business or of non-profit organizations with which we conducted business and/or made contributions.

Specifically, your Board considered the following relationships and transactions , which occurred in the ordinary course of business , between your Company and its subsidiaries and certain entities some of our directors have been affiliated with that existed or occurred during the preceding three years. Outside of their service as a Company director , none of your Company's independent directors currently provide professional or other services to your Company , its affiliates or any officer of your Company and none of your Company's directors are related to any executive officer of your Company.

• Non-regulated electric services and related non-electric products and services purchased from your Company (related to company board's in which Ms. Johnson, Dr. Thornton and Messrs. Anderson , Heisler, Misheff, Novak and Pappas serve as directors, a company's safety review board in which Mr. Reyes ser v es as a di r ector , and an organi z ation in which Dr. Thornton and Mes srs. No v ak and Heisle r serve as directors);

• Purchases by your Company of electric power generation related products (related to a board in which Mr. Anderson serves as a director);

• Purchases by your Company of public utility water services (related to a board in which Ms. Johnson serves as a director);

• Purchases by your Company of temporary labor and mutual emergency assistance (related to a board in which Ms. Johnson serves as a director);

• Purchases by your Company of paint and related coatings (related to a board in which Dr. Thornton serves as a director);

• Payments by your Company relating to workers compensation (related to an organization in which Dr. Thornton and Messrs. Heisler and Novak serve as directors);

• Purchases by your Company of non-a udit related servi c es (related to one of the big four accounting firms that is not our independent accountant in which a family member of Mr. Cottle is employed);

• Payments by your Company relating to charitable contributions , membership fees/dues and related expenses (related to an organization in which Dr. Thornton and Messrs. Heisler and Novak serve as directors, and an organization

's training and accreditation board in which Mr. Reyes serves as a director). 15 FirstEner!:lv Corp. 2016 P rox y Statement Table of Contents In all cases , your B oard detennined that the nature of the bu si n ess con duct ed and any interest of the applicab l e director in that bu si n ess were immaterial both to your Company and to the director.

Pursuant to your Company's Corporate Governance Policies , you r Board a l so determined that the amounts paid to or received from the other entity affiliated with the app li cab l e di rector in connection with the applicab le transactions in each of the l ast three years did not exceed the greate r of$ I million or two percent of the consolidated gross revenue of that ent i ty , which i s the threshold set forth in the NYSE listing standards and our Corporate Gove rnan ce Policies.

The Corporate Governa n ce Comm itt ee determined that n one of the relationships described above constituted a related person transaction requiring disclosure under the heading " Certain R elationsh ip s and R e l ate d Person Tran sact i ons" in this proxy statement.

A l so, in eac h case w h ere the director is an executive officer of a n ot her company , any transactions co n s tituted less than one percent of your Company's and the other company's consolidated gross r evenues in each of the l ast three completed fiscal years. Board's Function Although your Board h as the re s p o n s ibility for establishing bro a d corporate policies and our overall p e r for m a nce , your Bo a rd is not in vo lved in da y-to-d ay operations of yo ur Co mpan y. Management keep s the directors informed of our bu s ine ss a nd operations with var iou s r e port s and document s that are sent to them each month. Management also mak es operating and financial pre sentat ion s at B oa rd a nd committee me eti n gs. Your Bo a rd established the comm ittee s de sc rib ed below to assist in performing its responsibilities.

Board Refreshment Your Board is comprised of indi v idual s who a re highly-qu a lified , diverse , and independent (ot her th a n Mr. Jone s, who is not considered independent because of his role as your CEO). Your Board's succession planning takes into account the importance of Board refreshment and having an appropriate bal a nce of experience an d per s pective s on your Board. We have regularly added director s to infu se ne w ideas and fresh per s p ec tiv es into the boardroom and to m aintain a ppropri a t e diversity.

Since the beginning of 2011, your Board h as added eight n ew Board members , including two fonner Allegheny Energy, Inc. (later referr e d to as A YE) directors that joined your Board at the completion of the merger with A YE in 2011 and an additional former A YE director that joined your Board later in 2011. The result i s over 40 percent of your Board ha s le ss than 5 years tenure and nearl y 60 percent of your Board has les s than 6 years tenure. Also, in conn e ction with our mandatory retirement age of 72 for outside directors described below , five of our current directors (including four of our longest tenured directors) are expected to retire within the next three years. Board's Role in Risk Oversight Your Company faces a va riety of ri sks and recognizes that the effective management of those risks contributes to the ove rall success of your Company. Your Company ha s implemented a process to identify , prioritize , report , monitor , manage , and mitigate its significant risks. A Risk Policy Committee, consisting of th e Chief Risk Officer and senior executive officers, provides oversight and monitoring to ensure that appropriate risk policies are established and carried out a nd processes are executed in accordance with selected limit s and approval levels. Other Company committees exist to address topical risk issues. Timely reports on significant risk issues are provided as appropriate to employees, management , senior executive officers, respective Board committees, and the full Board. The Chief Risk Officer also prepares enterprise-wide risk management report s that are presented to the Audit Committee , the Finance Committee and your Board. Your Board administers its risk oversight function through the full Board as well as through the various Board committees. Specifically , the full Board considers applicable risks of your Company at each me e ting in connection with its consideration of significant business and financial d eve lopments of your Company. Also, th e Audit Committee Charter requires the Audit Committee to oversee, assess, discuss, and ge nerally re v iew yo ur Company's policie s wit h respect to the assessment a nd management of risks , including ri s k s related to the financial statements and financial reporting proce ss of the Company, c redit risk, liquidi ty and commodity market 16 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents risks, and risks related to cybersecurity. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposures. Through this oversight process , your Board obtains an understanding of significant risk issues on a timely basis , including the risks inherent in your Company's strategy. In addition , while your Company's Chief Risk Officer administratively reports to the Chief Financial Officer (later referred to as your CFO), he also has full access to the Audit and Finance Committees and is scheduled to attend each of their committee meetings.

In addition to the Audit Committee's role in risk oversight, our other Board committees also play a role in risk oversight within each of their areas of responsibility.

Specifically, the Compensation Committee reviews, discusses, and assesses risk related to compensation programs, including incentive compensation and equity-based plans, as well as the relationship between our risk management policies and practices and compensation. See also , "Risk Assessment of Compensation Programs" found in the Compensation Discussion and Analysis (later referred to as the CD&A) section in this proxy statement.

The Corporate Governance Committee considers risk related to corporate governance, including Board and committee membership, Board effectiveness , and related party transactions.

The Finance Committee evaluates risk relating to financial resources and strategies, including capital structure policies, financial forecasts, budgets and financial transactions, commitments, expenditures, long and short-term debt levels, dividend policy, issuance of securities, exposure to fluctuation in interest rates, share repurchase programs and other financial matters deemed appropriate by your Board. The Nuclear Committee considers the risks associated with the safety, reliability, and quality of our nuclear operations.

Further, day-to-day risk oversight is conducted by our Corporate Risk department and our senior management and is shared with your Board or Board committees, as appropriate.

We believe that your Board's role in risk oversight is consistent with and complemented by your Board's leadership structure.

In addition, the section above in this proxy statement entitled "Board Leadership Structure" provides information relating to our historical separation of the Chairman of the Board and CEO positions.

Director Orientation and Continuing Education Your Board recognizes the importance of its members keeping current on Company and industry issues and their responsibilities as directors. All new directors participate i n orientation soon after being elected to your Board. Also, your Board makes available and encourages continuing education programs for Board members, which may include internal strategy meetings, third-party presentations, and externally offered programs.

Attendance at the Annual Meeting of Shareholders and Board and Committee Meetings Our Corporate Governance Policies provide that directors are expected to attend all scheduled Board and committee meetings and your Company's annual meetings of shareholders.

All Board members who were nominees at that time attended your Company's 2015 annual meeting of shareholders.

Your Board held 10 meetings during 2015. All directors attended at least 87 percent or more of the meetings of your Board and of the committees on which they served in 2015. Non-management directors, who are all independent directors , are required to meet as a group in executive sessions without the CEO or any other non-independent director, or management at least six times in each calendar year. George M. Smart, our independent Chairman of the Board, presides over all executive sessions.

During 2015, the non-management directors met 10 times in executive sessions.

M embers of the Nuclear Committee and other Boa rd members also participa te in regu la r site visits to your Company's operating locat ions, including visits to all three nuclear sites annually. Shareholder Outreach & Engagement We believe that it is important for us to communicate regularly with shareholders regarding areas of interest or concern so we maintain an active shareholder engagement program. As part of our commitment and in an effort 17 Corp. 2016 Proxy Statement Table of Contents to continue to understand our investors' perspective, during the recent year we conducted outreach to a cross-section of shareholders owning approximately 56 percent of our outstanding shares. Our outreach meetings gave us the chance to highlight our good corporate governance and to make clear our commitment to the alignment of pay and perfonnance.

Shareholder feedback and suggestions that we received were reported to the Compensation Committee , Corporate Governance Committee and your entire Board for its consideration. For further insight on our executive compensation related outreach , see the "Shareholder Outreach and Consideration of Say-on-Pay Vote Results" section below in the CD&A. In furtherance of the above , with the support from your Board, your Company's CEO and management team also focused significant effort on introducing our new CEO to our major shareholders and the investment community.

Feedback and suggestions that we received were reported to your Board for its consideration.

Corporate Governance Documents Your Board believes that your Company's policies and practices should enhance your Board's ability to represent your interests as shareholders.

Your Board established Corporate Governance Policies which, together with Board committee charters , serve as a framework for meeting your Board's duties and responsibilities with respect to the governance of your Company. Our Corporate Governance Policies and Board committee charters can be viewed by visiting our website at www.firstenergycorp

.com/charters. Any amendments to these documents will promptly be made available on our website. Committees of your Board of Directors Your Board established the standing committees listed below. All committees are comprised solely of independent directors as determined by your Board in accordance with our Corporate Governance Policies, which incorporate the NYSE listing standards and applicable SEC rules. All members of the Audit Committee , Compensation Committee and the Corporate Governance Committee are independent based on the definition app li cable to such committee in the NYSE listing standards and SEC rules. Mr. Jones, your only director who is not considered independent because of his employment with your Company, does not serve on any board committee. Current Independent Committee Composition I Number of Committee Meetings Held Corp9rate Director Audit Compensation Governance Finance Nuc l ear Paul T. Addison M c -Michael J. Anderson c M William T. Cottle M c Robert B. Heisler, Jr M M Julia L. Johnson M M Ted J. Kleisner c M Donald T. Misheff M M Thomas N. Mitchell M Ernest J. Novak , Jr C/E M Christophe r D.

M M Luis A. Reyes M M George M. Smart M M Dr. Jerry Sue Thornton M M Number of meetings in fiscal year 2015 I

• I 5 5 4 6 C =Chair M = Member E =Audit Committee Financial Expert 18 Corp. 2016 Proxv Statement Table of Contents Audit C o mmittee The purpose of the Audit Comm itt ee is to assist your Board with oversight of: the integrity of your Company's financial statements

your Company's compliance with legal, risk management and oversight , and regulatory requirements; the independent auditor's qualifications and indep endence; the performance of your Company's internal audit function and independent auditor; and your Company's systems of internal control with respect to the accuracy of financial records , adherence to Company policies, and compliance with legal and regulatory requirements.

The Audit Committee prepares the report that SEC rules require be included in this proxy statement and performs s uch other duties and responsibilities enumerated in the Audit Committee Charter. The Audit Comm ittee's function is one of oversight, recognizing that your Company's management is responsible for prepar i ng your Company's financial statements, and the independent aud itor is responsible for auditing those statements. In adopting the Audit Committee Charter , your Board acknowledges that the Aud it Committee members are not employees of your Company and are not providing any expert or special assurance as to your Company's financial statements or any professional certification as to the ind ependent auditor's work or auditing standards.

Each member of the Audit Committee shall be entitled to rely on the integrity of those persons and organizations within and outside your Company who provide infonnation to the Audit Committee and the accuracy and completeness of the financial and other infonnation provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary.

For a complete list of responsibilities and other infonnation, please refer to the A udit Committee Charter avai l ab l e on our website at www.jirstenergycorp

.com/charters.

All members of the Audit Committee are financially literate.

Your Board appoints at least one member of the Audit Committee who, in your Board's bu si ness judgment, is an " Audit Committee Financial Expert," as such tenn is defined by the SEC. Your Board determined that independent Audit Committee and Board member Ernest J. Novak, Jr. meets this definition. If it would occur and as required by the applicab le NYSE listing standards, your Company will disclose on its website (www.jirstenergycorp

.com under the tab " Investors", "Co rporate Governance" and " Board of Dire ctors") a ny Board det erminatio n that the service by a member of your Company's Audit Committee on the audit committees of more than three public companies does or does not impair the ability of that individual to serve effectively on your Company's Audit Committee.

See the Audit Committee Report i n thi s proxy statement for additional infonnation regarding the Audit Committee.

Mr. Misheff joined the Audit Committee in May 2015. Ms. Catherine A. Rein served on the Audit Committee until she retired from your Board in May 2015 in accordance with the mandatory retirement age provisions of our Corporate Governance Policies.

A l so, our Corporate Governance Policies require that to facilitate transition , your Board s h a ll not designate any director to serve as a Chair of a committee as of the date of the annual meeting that immediately precedes his or her 72nd birthday, nor will your Board nominate for re-election at any annual meeting of shareholders a non-employee director follow in g his or her 72nd birthday. Accordingly, Mr. Novak is to transition off as Chair of the Audit Committee in May 2016 and it is expected that the Board will appoint his replacement at its May 2016 meeting. Compensation Committee The purpose of the Compensation Committee is to discharge the responsibilities of your Board as specified in the Compensation Committee Charter relating to the compensation of certain senior-l evel officers of your Company, including your CEO, your Company's other non-CEO executive officers , the Chairman of the Board , if the Chairman of the Board is not an employee, and other indi vidua l s named in your Company's annual proxy statement; review, discus s, and endorse a compensation philosophy and objectives that support competitive pay-for-performance and are consistent with the corporate strategy; assist your Board in establishing the appropriate incentive compensation and equity-based plans for your Company's executive officers and other senior-level officers; administer such plans in order to attract, retain , and motivate skilled and talented executives and to align such plans with Company and business unit performance , business strategies, and growth in shareholder value; 19 FirstEner!'.IY Corp. 2016 Proxy Statement Table of Contents review and discuss with your Company's management the disclosures in the CD&A required by applicable rules and regulations and, based upon such review and discussions , recommend to your Board whether the CD&A shou ld be included in your Company's Annual Report on Fonn 10-K and proxy statement; produce the Compensation Committee Report to be included in your Company's Annual Report on Form 10-K and proxy statement, in accordance with app licable rules and regulations; and perform such other duties and responsibilities enumerated in and consistent with the Compensation Committee Charter. The Compensation Committee, in accordance with applicable law , has delegated authority to your CEO to establish the compensation of se nior-l eve l officers other than our executive (i.e., Section 16) officers.

Also, to the extent permitted under NYSE Listing Standards and applicable law , the Compensation Committee is authorized to delegate to one or more subcommittees.

For a complete li st of responsibilities and other information , refer to the Compensation Committee Charter available on our website at www.firstenergycorp.com

/charters.

In addition, refer to the CD&A that can be found lat e r in this proxy statement.

Mr. Misheff and Dr. Thornton joined the Compensation Committee in May 2015. Ms. Rein and Mr. Wes M. Taylor served on the Compensation Committee until they retired from your Board in May 2015 in accordance with the mandatory retirement age provisions of our Corporate Governance Policies. Also, our Corporate Governance Policies require that to facilitate transition, your Board shall not designate any director to serve as a Chair of a committee as of the date of the annual meeting that immediately precedes his or her 72nct birthday. Accordingly, Mr. Kleisner is to transition off as Chair of the Compensation Committee in May 2016 and it is expected that the Board will appoint his replacement at its May 2016 meeting. Corporate Governance Committee The purpose of the Corporate Governance Committee is to develop, recommend to your Board, and periodically review the corporate governance principles applicable to your Company; recommend Board candidates for all directorships by identifying individuals qualified to become Board members in a manner that is consistent with criteria approved by your Board; recommend that your Board select the director nominees for the next annual meeting of shareholders and recommend to your Board nominees to fill any vacancies and/or newly created directorships on your Board; and oversee the evaluation of your Board , each committee thereof, and management. In consultation with the CEO, the Chairman of the Board and the full Board , the Corporate Governance Committee has primary responsibility to search for, recruit, screen, interview, and recommend prospective directors , as required, who will provide an appropriate balance of knowledge, experience, and capability on your Board. The process for board succession p l anning and identifying potential candidates for nomination by your Board is an ongoing one. The Corporate Governance Committee has actively engaged in director succession planning and regularly evaluates the addition of a director or directors with particular attributes described below a long with an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning.

Your Board did not u se a third party to assist with the identification and evaluation of potential nominees. The Corporate Governance Committee is guided by its charter, the Corporate Governance Policies , and other applicable laws and regulations in recruiting and selecting director candidates.

Any assessment of a prospective Board or committee candidate includes, at a minimum, issues of diversity , age, background and training; business or administrative experience and skills; dedication and commitment; business judgment; analytical skills; problem-solving abilities; and familiarity with the regulatory environment, in addition to such other attributes deemed appropriate by your Board or Corporate Governance Committee, all in th e context of an assessment of the perceived needs of your Board at that point in time. The Corporate Governance Policies provide that your Board will not nominate for re-election at any annual meeting of shareholders a employee director following his or her 72nd birthday. In addition, the Corporate Governance Committee may consider such other attributes as it deems appropriate, all in the context of the perceived needs of your Board or applicable 20 FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents committee at that point in time. Such directors shall posses s experience in one or more of th e following:

management or senior l eadership position which demonstrates significant business or administrative experie nc e an d ski ll s; accounting or finance; th e electric ut ili ties or nuclear power industry; or other sig nificant and rel eva nt areas deemed by the Corporate Governance Committee to be valuable to yo ur Company. The Corporate Governance Committee investigates and considers suggestions for candidates for membership on your Board , including shareholder nominat i ons for your Board. Provided that share hold ers nomin at ing director candidates have comp l ied with the procedural requirements set forth in the Corporate Go verna nce Committee Charter and Amended Code of Regulations , the Corporate Governance Committee app l ies the same criteria and employs s ubstantially similar procedures for eva lu at ing nominees suggested b y shareholders for your Board as it would for evaluating any other Board nominee. The Corporate Governance Comm itt ee w ill g i ve due consideration to all shareholder nominations that are su bmi tted in w ritin g to the Corporate Governance Committee, in care of the Corporate Secretary, FirstEnergy Corp., 76 South Main Street , Akron, Ohio 44308-1890, received at least 120 d ays b efore the public at ion of your Company's annual proxy statement from a share h o ld er or group of s h are hold ers owning one h a l f of one p erce nt (0.5 percent) or more of your Compa n y's vo ting s to ck for a t le as t one year, and accompanied by a de scr iption of the propo se d nomine e's qu a lific at ions and other r e l eva nt bio gra phic a l infonnation, together with the written consent of the propo se d nomin ee to be named in the pro xy s tat e m en t and to se r ve on your Bo ar d. For a complete list of responsibilities and other information, refer to the Corporate Governance Co mmitt ee Charter avai l a bl e on our website a t www.firstenergycorp.com/charters. Finance Committee The purpose of the Finance Committee i s to monitor and ove r see your Company's financial resources an d strategies, wit h emphasis on those issues th a t are long-term in nature. For a complete li s t of re sponsi bili ties and ot her information , refer to the Finance Committee Charter availa ble on our website at www.firs t e n ergycorp.co m/c harters. Dr. Thornton joined th e Finance Committee in May 2015 , and Ms. Johhson and Mr. Misheff we r e m em b e r s of th e Fin ance Committee until May 2015. Nuclear Committee The purpose of the Nuclear Committee is to monitor and oversee your Company's nuclear program and the operation of all nuclear unit s in which your Company or any of it s subsidiaries h as an ownership or l ease hold interest.

For a complete li s t of responsibilities and other infonn atio n , refer to the Nuclear Co mmittee Charter avai l a bl e on our we b s ite at www.firstenergycorp.com/cha rt ers. Mr. Thomas N. Mitchell joined th e Nuclear Committee in January 2016. Donald T. Misheffwas a member of the Nuclear Committee until May 2015. Mr. Taylor serve d on the Nuclear Committee until he retired from yo ur B oa rd in May 2015 in accordance with the mand a tory retirement age pro v i s ions of our Corporate Go ve rnance Policies. Non-Affiliated Board Membership Our C orporate Governance Policies provide that the expect a tion i s th a t directors will not , without your Board's approval , serve on the board of dire cto rs of more than three other non-affi liated companies having sec uritie s registered under the Securities Exchange Act of 1934 , as a mend e d (later referred to as the Exchange Act). All of our director s are in compliance with this provision of our Corporate Go ve rnance Policies.

Communications with your Board of Directors Your Board provides a proce ss for shareholders a nd inter ested p arties to sen d communications to your Bo a rd a nd non-managem e nt directors, including our Chairman of the Board. As set forth in your Company's Corporate 21 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents Governance Policies, shareholders and interested parties may send written communications to your Board or a specified individual director by mailing any such communications to the FirstEnergy Board of Dir ec tors at your Company's principal executive office, c/o Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Our Corporate Governance Policie s can be viewed by visiting our website at www.flrstenergycorp

.com/c harters. The Corporate Secretary or a member of her staff re views a ll such commu nications promptly and relays them directly to a Board member or a specified individual director , provided that such communications: (i) bear relevance to your Company and the interests of the shareholder, (ii) are capable of being implemented by your Board , (iii) do not contain any obscene or offensive remarks , (iv) are of a reasonable length, and (v) are not from a shareholder who already has sent two such communications to your Board in the last year. Your Board may modify procedures for sorting shareholders' and interested parties' communications or adopt any additional procedures, provided they are approved by a majority of the independent directors.

Codes of Business Conduct Your Company's Code of Business Conduct applies to all employees, including the CEO, CFO, and Chief Accounting Officer. In addition, your Board has a separate Director Code of Ethics and Business Conduct. Both codes can be viewed on our website at www.firstenergycorp.com/charters.

Any substantive amendments to , or waivers of, the prov i sions of these documents will be disclosed and made available on our website. Both codes are available, without charge, upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street , Akron, Ohio 44308-1890 or may be viewed on our website at www.firstenergycorp

.com/charters.

22 Corp. 2016 Proxy Statement Table of Contents Audit Committee Report The Audit Committee (later referred to in this section as the Committee) of your Board is charged with assisting the full Board in fulfilling their oversight responsibility with respect to the quality and integrity of the accounting , auditing, and financial reporting practices of your Company. The Committee acts und er a written charter that is re viewed annually , revised as necessary , and is approved by your Board. In fulfilling its oversight responsibilities , the Committee re viewe d and di scussed with management the audited financial statements to be included in your Company's Annual Report on Form 10-K for the year ended December 31, 2015. In performing its review, the Committee discussed the propriety of the application of accounting principles by your Company, the reasonableness of s ignificant judgments and estimates used in the preparation of the financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and di scussed with you r Company's independent registered public accounting firm , PricewaterhouseCoopers LLP , their opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States. This discussion covered the matters required by Auditing Standard No. 16 , "Comm unications with Audit Committees," as adopted by the Pub l ic Company Accounting Oversight Board , including its judgments as to the propriety of the application of accounting principles by your Company. The Committee received the w ritten disclosures and the letter from the independent registered public accounting firm regarding their independence from your Company as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant

's communications with the audit committee concerning independence and discussed with the independent registered public accounting finn such firm's independence. The Committee discussed with your Company's internal auditors and independent registered public accounting firm the overall scope, plans , and results of their respective audits. The Committee met with the internal auditors and independent registered public accounting firm, with and without management present , to discuss the results of their examinations, their evaluations of your Company's internal controls , and the overall quality of your Company's financial reporting process. Based on the above reviews and discussions conducted, the Committee recommended to your Board that the audited financial statements be included in your Company's Annual Report on Fonn 10-K for the year ended December 31, 2015, for filing with the SEC. Audit Committee Members: Ernest J. Novak, Jr. (Chair), Paul T. Addison, Robert B. Heisler , Jr., Donald T. Misheffand George M. Smart. 23 FirstEner!lv Corp. 2016 Proxy Statement Table of Contents Matters Relating to the Independent Registered Public Accounting Firm Audit Fees The following is a summary of the fees paid by your Compa n y to its independent registered public accounting firm , PricewaterhouseCoopers LLP, for services provided to your Company and its reporting subsidiaries during the years 2015 and 20 14: PricewaterhouseCoopers LLP billed your Company an aggregate of $7 ,787 , 000 in 2015 and $7 , 823 , 000 in 2014 in fees for professional services rendered for th e audit of your Company's financial sta tements a nd the review of the financial statements in cl ud ed in eac h of yo ur Com p any's Quarterly Reports on Fonn I 0-Q, services that are nonnally pro v ided in connection with statutory and regulatory filings or engagements, related serv ic es and non-audit-related serv ice s as noted below. Audit Fees ( I) Aud it R e l ated Fees(2 J Tax Fees All Other Fees(3 J Fees for Audit Year 2015 $7,622,0 00 150,000 15 , 000 $7,787,000 Fees for Audit Year 2014 $7,701,000 117 ,0 00 5 , 000 $7,823,000 (1) Professional se r vices rend ered for the a udit s of yo ur Co mpan y's and ce rt a in of its s ub s idiari es' annual financial statements and reviews of un a udit e d financial stateme n ts included in yo ur Co mp a n y's a nd it s SEC reporting subsidiary

's Quarterly Reports on Form 10-Q a nd for se rvic es in connection w ith statutory and r eg ul atory filings o r engagements , including comfort l ette r s, agreed upon procedures a nd consents for financings an d filings made with the S EC. (2) Professional serv ic es rendered in 20 1 5 and 2014 re l a ted to SEC Regulation AB. A l so, in 2014, professional services rendered r e l ated to a ddi t i o n a l ag reed upon procedures for the audit of co mpli ance w ith certain DO E grants , ri sk assurance and the a udit of the cost a llo cation manual of The Potomac E di son Co mpan y , an e lectric util ity operating s ubsidiary of yo ur Co mp any. (3) Non-audit-re lat ed software s ub scrip t ion fees to PricewaterhouseCoopers LLP. The Committee has considered w hether any non-audit services rendered by the independent registered public acco unting firm are compatible with maintaining its independence. The Committee, in accordance with its charter and in compliance with all applicable legal and regulatory requir e ment s promulgat e d from tim e to time b y the NYSE and SEC, has a policy under which the independent registered public accounting firm cannot be engaged to perform non-audit services that are prohibited by these requirements.

The policy further states that any engagement of the independent registered public accounting firm to perform other audit-related or any non-audit services must have approval in advance by the Chair of the Committee upon the recommendation of the Vice President , Controller and Chief Accounting Officer. Such approved engagement is then presented to the Committee at its n ext re gu larl y sc heduled meeting. All services provided by PricewaterhouseCoopers LLP in 2015 and 2014 were pre-appro ve d. 24 I Corp. 2016 Pro xy Statement Table of Contents Director Compensation in Fiscal Year 2015 C h a n ge i n Pe n s i o n a nd Fees Ea rn ed o r Stock No n q u a li fie d A ll Oth e r P a id in Cas h Awar d s Defer r e d Co m pe n sa t io n Com p ensa ti o n Na m e (I) ($)(2) ($)(3) ($)(4) ($)(5) To t a l (S) Paul T. Addi s on $110,000 $135 , 096 $4 , 367 $0 $249 , 463 Mich a el J. Ander s on $110 , 000 $135 , 096 $2 , 818 $5 , 500 $253 , 414 Willi am T. Cottle $116 , 000 $135 , 096 $11 , 883 $0 $262 , 979 Robert B. Hei s ler , Jr. $96,500 $135 , 096 $1 , 390 $4 , 000 $236 , 986 Julia L. Johnson $101,000 $135 , 096 $0 $0 $236 , 096 Ted J. Kleisner $113 , 000 $135 , 096 $0 $2 , 200 $250 , 296 Donald T. Misheff $95,000 $135 , 096 $0 $0 $230 , 096 Thomas N. Mitchell (6) $0 $0 $0 $0 $0 Ernest J. Novak , Jr. $121 , 000 $135 , 096 $3 , 415 $5 , 000 $264 , 511 Christopher D. Pappas $95,000 $135,096 $0 $3,000 $233,096 Catherine A. Rein (7) $36,538 $51,979 $38,248 $23,606 $150 , 371 Luis A. Reyes $101 , 000 $135 , 096 $0 $0 $236 , 096 George M. Smart $246 , 500 $135,096 $18,468 $12,146 $412,210 Wes M. Taylor<7l $36 , 538 $5 1 , 979 $0 $0 $88,517 Dr. Jerry Sue Thornton $75,208 $106,974 $0 $5 , 000 $187, 182 (I) Anthony J. Alexander , Executive Chairman , and Charles E. Jones, President and CEO, are not included in this table because during 2015 they were employees of your Company and therefore received no compensation for their service as directors.

The compensation received by Messrs. Alexander and Jones are shown in the 2015 Summary Compensation Table (later referred to as SCT) below. (2) The amounts set forth in the Fees Earned or Paid in Cash column include fees earned in cash whether paid in cash or deferred into the FirstEnergy Corp. Deferred Compensation Plan for Outside Directors (later referred to as the Director's Plan). (3) The amounts set forth in the Stock Awards column include the equity retainer received under the FirstEnergy Corp. 2007 Incentive Plan (later referred to as the 2007 Incentive Plan) and the FirstEnergy Corp. 2015 Incentive Compensation Plan (later referred to as the 2015 Incentive Plan) in the form of shares of c ommon sto c k. E ac h a mount c onstitute s the a ggr e gate grant d a te fair v a lu e of sto c k a w a rd s for fi sc al 2015 calculated in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718. The equity retainer is typicall y paid in quarterl y installments.

(4) The amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation column reflect the aggregate increase in actuarial va lu e to the director of all defined benefit and actuarial plans accrued during the year and above-m arket earnings on nonqualified deferred compensation.

There was no change in present value of accumulated retirement benefits for Ms. Rein. The formula used to determine the above market earnings equals (20 I 5 total interest multiplied by the difference between 120 percent of the Applicable Federal Rate for long-term rates (AFR) and the plan rate and divided by the plan rate). (5) The amounts set forth in the A ll Other Compensation column includ e compensation not required to be included in any other column. Cha rit able matching contributions made on behalf of our directors represent the entire amount in the column , other than for Ms. Rein and Mr. Smart. For Ms. Rein , $I 8 , 0 43 i s included for pension benefits paid in 2015 (earned as a former GPU director), $5,000 for charitable matching contributions and $563 is included for Personal Excess Liability Insurance. For Mr. Smart , $5 , 000 is included for a charitable matching contribution, $7 , 105 for personal use of the aircraft , and $4 1 for gifts. The FirstEnergy Foundation supports the charitable matching contributions under the Matching Gifts Program. (6) Mr. Mitchell was elected to your Board effective January 19 , 2016. (7) Ms. Rein and Mr. Taylor retired from your Board effective May 19 , 2015. Compensation of Directors We use a combination of cash and equity-based incentive compensation in order to attract and retain qualified candidates to serve on your Board. Equity compensation is provided to promote our success by providing incentives to directors that will link their personal interests to our long-term financial success and to increase 25 FirstEneruv Corp. 2016 Proxy Statement Tab l e of Contents shareholde r va lue. In setting director compensation , we take into consideration the s i gnificant amount of time that directors spend in fulfilling their duties to us as well as the skill l evel r equired of members of your Board. Effective January I , 2015, Mr. Jones was elected to your Board. Only employee directors receive the compensation de s cribed below for their service on your Board. Since Mr. A l exan d er and Mr. Jones were emp l oyees, they were not eligi bl e to receive any additional compensation for their service on your Board in 2015. Effect i ve May I, 20 15 , Mr. Smart returned to his ro l e as our no n-executive C h ai rm a n of the Board from his prior role as Lead Ind ependent Dire ctor. Fe e Structur e In 2015 , each non-employee director re ceive d a cash r etai ner of $95,000 and an equ i ty retainer valued at $135 , 000 p ai d in the form of our common stock. The Corporate Gove rn a n ce , Com p ensat i on , Fin a n ce , and Nuclear Committee Chai r s eac h received an addit i o n a l $15 , 000 in 2015 for serving as a committee chairperso

n. The chair of the A udit Commi tt ee received an additional

$20 , 000 in 2015. Dire ctors are also p a id meeting fees of $1,500 only for in-person com mitt ee meetings and/or si te v isits held o ff-c ycle. Mr. Smart , the non-executive Chainnan of the Board , recei ve d an a ddition a l $150 , 000 cash retainer in 2015 for serving in the capacities of Lead Independent Director from January I, 2015 through April 30 , 2015 and executive C h a irm an of the B oa rd for the remainder of 2015, a nd con tinu es to receive such compensation in 2016. Equity a nd cash retainers , a nd ch a irperson retainers were paid in quarterly in s t a llment s. Any equity compensation and any compensation deferred into equity was granted from the 2007 Incentive Pl a n until Jul y 20 15 a nd thereafter, a ll equity was granted from the 2015 Incentive Plan. Dir ec tor s a r e respo n s ibl e for p ayi ng a ll taxes assoc iat e d with cas h an d equity retain ers and perquisites.

We do not gross up equity grants to dir ecto r s to cover tax o bligations. We belie ve it is critical that the interests of directors and shareholders be clearly aligned. As such , similar to the Named Executive Officers (later referred to as the NEOs), directors are also subject to share ownership guidelines. Within 90 days of their election to yo ur Board, a dir ec tor mu s t own a minimum of 100 shares of our common s tock. Within fi ve years of joinin g yo ur Bo a rd , each dir ec tor is required to own shares of our common stock wi th a n aggregate va lue of at least six times the annual cash retainer.

Each director has either a ttained the required sha r e ownership guideline or it is antici p a t e d th at the dir ec tor will attain the required share ownership guideline within the allotted amount of time. The share ownership guidelines are re v iewed by the Compensation Committee for competitiveness on an a nnual ba s i s and were l ast review e d at the Compensation Committee's February 2016 meeting. For 2015 and 2016 , the following directly and indirectly held shares were and will be included in detennining whether a non-employee director met hi s/her ownership guidelines

• Shares directly or jo i ntly owned in certificate form or in a stock investment plan ,

• Shares held in brokerage accounts , and

• All units he l d in th e Director's Plan , and units held in the Allegheny Energy, Inc. Non-Employee Director Stock Plan (later referred to as AYE Director's Plan) or the Allegheny Energy Inc. Amended and Restated Pl a n for Deferral of Compensation of Directors (later referred to as the A YE DCD) which are payable in shares. Dir ector's Pl an The Director's Plan is a nonqualified deferred compensation plan that provides directors the opportunity to defer compensation. Directors may defer up to 100 percent of their cash retainer into either the cash or stock accounts or a ny combination thereof. Deferrals into the cash account can b e in ves ted in one of nin e funds, similar to the investment fund s available to all of our employees through the FirstEnergy Corp. Saving s Plan , or in a Company-26 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents paid annually adjusted fixed income account. The Company paid interest at an annual rate of 7.54 percent on funds deferred into cash accounts prior to 2013 and 5.54 percent on funds deferred into cash accounts beginning in 2013. The interest rate received by the directors is the same rate received by the NEOs under the FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan (later referred to as the EDCP). For stock accounts , dividend equivalent units are accrued quarterly and applied to the directors' accounts on each dividend payment date using the closing price of our common stock on that date. Payments made with respect to any dividend equivalent units that accrue after January 21, 2014 , will be paid in cash. Oth e r Payments or Benefits Received by Directors The corporate aircraft is available, when appropriate, for transportation to and from Board and committee meetings and trammg seminars.

Mr. Smart had the use of an office and administrative support with respect to carrying out his duties as Lead Independent Director and executive Chainnan of the Board in 2015, as applicable, and continues to receive such support in 2016. We pay all fees associated with director and officer insurance and business travel insurance for our directors.

In 2015, our directors were elig i ble to receive perquisites including retirement gifts , annual meeting gifts, limited spa services for spouse, and limited personal use of the corporate aircraft, the value of which was less than $10,000 for most directors.

Based on programs in effect at GPU, Inc. at the time of our merger on November 7, 200 I, directors who served on the GPU Board of Directors were eligible to receive benefits in the fonn of personal excess liability insurance, of which the Company paid a premium of $563 for Ms. Rein in 2015. As of November 7, 200 I, no new participants could receive these benefits.

In addition, in 1997 GPU discontinued a Board of Director's pension program. Directors who served prior to the discontinuation are entitled to receive benefits under the program. Ms. Rein elected to defer receiving her pension until retirement from your Board and began receiving payments in 2015. Directors are able to defer all or a portion of their fees through the Director's Plan and can elect when to begin receiving their deferred compensation.

Payments are made annually.

It is critically important to us and our shareholders , especially in these times of economic volatility and uncertainty, that we be able to attract and retain the most capable persons reasonably available to serve as our directors.

As such , all directors have entered into written indemnification agreements, which are intended to secure the protection for our directors contemplated by our Amended Code of Regulations and Ohio law. Each indemnification agreement provides, among other things , that we will, subject to the agreement tenns, indemnify a director if by reason of their corporate status as a director, the person incurs losses, liabilities , judgments, fines , penalties , or amounts paid in settlement in connection with any threatened, pending, or completed proceeding, whether of a civil , criminal, administrative, or investigative nature. In addition , each indemnification agreement provides for the advancement of expenses incurred by a director, subject to certain exceptions, in connection with proceedings covered by the indemnification agreement.

As directors and officers , the agreements for Mr. Alexander and Mr. Jones address indemnity in both roles. This description of the director indemnification agreements is qualified in its entirety by reference to the full text of the Form of Director Indemnification Agreement between us and each non-management director , filed as Exhibit I 0.1 to our Fonn I 0-Q filed on May 7, 2009 and the Form of Management Director Indemnification Agreement between us and each management director, filed as Exhibit I 0.2 to our Fonn I 0-Q filed on May 7 , 2009. 27 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 3 err. to Be VOled Or Items to Be Voted On Item 1 -Election of Directors You are being asked to vote for the following 14 nominees to serve on yo ur Board for a term expiring at the annual meeting of shareholders in 2017 and until their successors s hall have been elected: Paul T. Addison, Michael J. Anderson, William T. Cottle, Robert B. Heisler, Jr., Julia L. Johnson, Charles E. Jones, Ted J. Kleisner, Donald T. Misheff, Thomas N. Mitchell, Ernest J. Novak, Jr., Christopher D. Pappas, Luis A. Reyes, George M. Smart and Dr. Jerry Sue Thornton.

Mr. Mitchell was elected to your Board effective January 19 , 2016 and is a nominee for election by shareho lders at the Annual Meeting. Mr. Mitchell was recommended as a director by the members of our Corporate Governance Comm itte e. The "Biographica l Information and Qualifications of Nominees for Election as Directors" section of this proxy statement provides infonnation for all nominees for election at the Meeting. Your Board has no reason to believe that the persons nominated will not be available to serve after being elected. If any of these nominees would not be available to serve for any reason, shares represented b y the appointed proxies will b e vote d either for a lesser number of directors or for another person selected by your Board. However, if the inability to serve is belie ved to be temporary in nature, the shares represented by the appointed proxies will be voted for that person who , if elected, will serve when a ble to do so. Pursuant to your Company's Amended Code of Regulations, at any election of directors , the persons receiving the greatest number of votes are elected to the vacancies to be filled. Our Corporate Governance Policies also provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by yo ur Board), any nominee for director who receives a greater number of votes "w ithheld" from his or her election than votes "For" his or her election will promptly tender his or her resignation to the Corporate Governance Committee following certification of the shareholder vote. The Corporate Governance Committee will promptly consider the tendered resignation and will recommend to your Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders

' meeting at which the e lection occurred. In considering whether to recommend acceptance or rejection of the tendered resignation, the Corporate Governance Committee will consider factors deemed relevant by the committee members, including the director's length of service, the director's particular qualifications and contributions to your Company, the reasons underlying the majority withheld vote, if known, and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Policies.

In considering the Corporate Governance Committee's recommendation, your Board will consider the factors considered by the Corporate Governance Committee and any such additional information and factors your Board b e lieves to be relevant.

Your Board will act on the Corporate Governance Committee's recommendation no later than at its next regularly sc heduled board meeting. This It em I asks that you vote "FOR" the 14 nomine es named in this proxy statement to serve on your Board. Your Board Recommends That You Vote "For" Item 1. 28 FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents 3 to B e \*o1ed 01* Item 2 -Ratification of the Appointment of the Independent Registered Public Accounting Firm You are being asked to ratify the Audit Committee's appointment of PricewaterhouseCooper s LLP as your Company's independent registered public accounting finn to examine the books and accounts of your Company for the fiscal year ending December 31, 2016. While our Amended Code of Regulations do not require s hareholder s to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are submitting the proposal for ratification as a matter of good corporate governance. However, if shareholders do not ratify the appointment, the Audit Committee will reconsider retaining PricewaterhouseCoopers LLP. Even if the ap pointment is ratified, the Audit Committee, at its discretion , may change the appointment at any time during the year if it determines that such a change would be in the best interests of your Company and its shareholders.

A representative of PricewaterhouseCoopers LLP is expected to attend the Meeting and will be available to respond to appropriate que s tions , and have an opportunity to make a statement if he or she wishes to do so. We refer you to the "Matters Relating to the Independent Registered Public Accounting Firm" section of this proxy statement for information regarding services perfonned by, and fees paid to , PricewaterhouseCoopers LLP during the years 2014and2015.

This Item 2 asks that you vote "FOR" the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as your Company's independent registered public accounting finn for the 2016 fiscal year. Your Board Recommends That You Vote "For" Item 2. Item 3 -Advisory Vote to Approve Named Executive Officer Compensation The following proposal provides shareholders the opportunity to cast an advisory, non-binding vote on compensation for the NEOs, as further described in the CD&A, by voting for or against the following resolution. This resolution is required pursuant to Section 14A of the Exchange Act. The next advisory vote on NEO compensation is scheduled to occur at your Company's 2017 annual meeting of shareholders, at which time we will also have our next vote to detennine the frequency of these advisory votes going forward. Currently, the advisory vote is held every year. The Board strongly supports your Company's executive pay practices and asks shareholders to support its executive compensation program through the following resolution

"RESOLVED, that the shareholders approve, on an advisory basis , the compensation of the FirstEnergy Corp. NEOs , as such compensation is disclosed pursuant to the compensation disclosure rules of the SEC, including the CD&A, the compensation tables , and the other related narrative executive compensation disclosure contained in this proxy statement." The primary objectives of your Company's executive compensation program are to attract, motivate , retain , and reward the talented executives who we believe can provide the performance and leadership we need to achieve success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy and is aligned with the long-term interests of our shareholders.

In 2015 , compensation adjustments were provided to some of our NEOs , positioning the total annual compensation opportunities provided to our NEOs, in the aggregate, at 3.9 percent above the revenue-regressed 50th percentile of our peer group. 29 FirstEnerqy Corp. 2016 Proxy Statement Table of Contents 3 em 10 ee \toted Or The following are highlights of changes made to our compensation plans and programs in 2015:

• Rede s igned the Long-Term Incenti ve Program (later referred to as L TIP) so that an executive's L TIP opportunity is comprised of performance-adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cash , and

• Extended the benefits provided under the FirstEnergy Corp. Change in Control Severance Plan , dated February 25 , 2011, as amended until December 31 , 2016 (later referred to as the Existing CIC Plan) and adopted the FirstEnergy Corp. 2017 Change in Control Severance Plan (later referred to as the New CIC Plan) to align with leading market practice s. In addition , Mr. Jones waived his right to receive any current and future change in control (later referred to as CIC) severance payments under the Existing CIC Plan or any future plans. In deciding how to vote on this proposal , we encourage you to read the CD&A for a more detailed discussion of these changes. Your Board strongly believes that these changes , in conjunction with continued shareho lder outreach , are in the be st interests of shareholders and address the financial and operational concerns raised in previous shareholders

' advisory vote results and ongoing shareholder outreach.

Annual review of all compensation plans and programs will continue to ensure that your Company's compensation programs are in alignment with market practice and in the best interest of our shareholders. Your Board recommends that shareholders vote "FOR" approval ofltem 3. Because your vote is advisory, it will not be binding upon your Board. However , your Board carefully considers shareholders

' opinions, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation practices. Your Board Recommends That You Vote "For" Item 3. Item 4 -Approval to Amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to Replace Existing Supermajority Voting Requirements with a Majority Voting Power Threshold Under Certain Circumstances We are asking shareholders to consider amendments to your Company's Amended Articles and Amended Code of Regulations to implement a majority voting power threshold for shareholder voting. If the proposal i s approved , all shareholder voting requirements in the Company's Amended Articles and Amended Code of Regulations that are described below would allow for a majority voting power threshold.

Ba ckg round and Gov er nan ce Considerations The proposal is a result of an ongoing review of corporate governance matters by your Board and its Corporate Governance Committee.

In connection with these reviews , your Company initiated shareholder outreach discussions with shareholders owning a significant aggregate ownership interest in your Company to solicit input a b o u t p oss ibl e amen d ments to i ts govern i ng d ocuments, inc l u d ing a majority voting power threshold for shareholder voting. In addition, your Board and its Corporate Governance Committee considered the response to a majority voting power shareholder proposal presented at our 2015 annual meeting of shareholders, which received a majority of votes cast. Your Board and the Corporate Governance Committee have also considered the advantages and disadvantages of a majority voting power t h reshold with respect to certain corporate governance issues and have consistently concluded that extraordinary transactions and fundamental changes to corporate governance should have the support of a broad consensus of your Company's shareholders rather than just a simple majority.

Additionally, supermajority vote requirements protect shareholders against the potentially self-interested actions of short-term investors or a small group of investors who have large combined holdings. 30 I FirstEner!:iv Corp. 2016 Proxy Statement Table of Contents 3 !t: r r to B e \'o1td: Or Your Board and the Corporate Governance Committee are also aware that a number of public companies have amended their governing documents to provide that simple majority voting power standards govern all actions that require shareholder approval.

Accordingly, consistent with its strong commitment to monitoring evolutions in governance practices and in light of the benefits of broad shareholder consensus and input from our shareholder engagement efforts , your Board has elected to submit the proposal described below to a sha reholder vote. Your Board cannot unilaterally adopt the following proposed amendments because a shareholder vote is necessary under our governi ng documents.

Propos e d Amendments Your Board is proposing that voting requirements in your Company's Amended Articles and Amended Code of Regulations that require a supermajority vote to take certain actions be changed to a majority of the voting power of the Company , subject to your Board's authority, in its discretion, to raise the voting requirement on these matters to two-thirds of th e voting power of the Company. A summary of the proposed amendments to your Company's Amended Articles ofincorporation and Amended Code of Regulations are set forth below. The proposed amendments to the Amended Articles and Amended Code of Regulations are set forth in Appendix B, with deletions indicated by strike-outs and additions indic a ted by underlining.

The summary below is qualified in its entirety by reference to the text of the proposed amendments in Appendix B. Ohio corporate law establishes a two-thirds voting power requirement relating to the following provisions:

amending the articles of incorporation; reducing or e liminating stated capital; applying capital surplus to dividend payments; authorizing share repurchases; authorizing sales of all or substantially all the Company's assets; adopting a merger agreement or other merger-related actions; authorizing a combination or majority share acquisition; dissolving the Company; releasing pre-emptive rights; or authorizing a dividend to be paid in shares of another class. Article IX of the Amended Articles of Incorporation currently authorizes your Board to reduce this voting requirement to a majority of the voting power of the Company in its discretion. Your Board proposes to amend Article IX of the Amended Articles of Incorporation to provide for a majority of the voting power of the Company on these matters , subject to your Board's authority, in its discretion , to raise the voting requirement on these matters to two-thirds of the voting power of the Company. Article X of the Amended Articles of Incorporation establishes an 80 percent supermajority voting requirement to amend or repeal the following provisions of the Amended Articles ofincorporation:

Article V -the fixing or changing of the terms of unissued or treasury shares; Article VI -the absence of cumulative voting rights in the election of directors; Article VII -the absence of preemptive rights to acquire unissued shares; and, Article VIII -the ability of the company to repurchase its shares. Given the proposed change to Article IX, which already governs amending the Amended Articles ofincorporation, Article X would be eliminated.

Similarly , Regulation 36 of the Amended Code of Regulations establishes an 80 percent supermajority voting requirement to amend or repeal certain regulations:

Regulation I -the time and place of shareholder meetings; Regulation 3(a) -the calling of special shareholder meetings; Regulation 9 -the order of business at shareholder meetings; Regulation 11 -the number, election and tenn of directors; Regulation 12 -the manner of filling vacancies on the board of directors; Regu l ation 13 -the removal of directors; Regulation 14 -the nomination of directors and elections; Regulation 31 -the indemnification of directors and officers; and Regulation 36 -amendments to the code of regulations. Regulation 36 would be amended to lower the vote requirement to a majority of the voting power of the Company, subject to your Board's authority, in its discretion , to raise the voting requirement on these matters to two-thirds of the voting power of the Company. 31 I FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents In addition , your Board proposes to change the 80 percent superrnajority voting requirement in Regulations 11 and 1 3 of the Amended Code of Regulations.

Currently , Regulation 11 of the Amended Code of Regul a tion s enables a change in the number of directors of the Comp a ny, a nd Regulation 13 provides that any director or the entire Board of Director s may be removed , in each case only by the affirmative vote of the holders of at l east 80 percent of the voting power of the Company, vo tin g together as a sing l e class. Your Board proposes to reduce this 80 perc ent supennajority voting requirement in b oth cases to a majority of the vot in g power , subject to your Board's autho ri ty , in its discretion , to raise the voting requirement o n these matters to two-thir d s of the vot in g power. Eff e ctiv e ness and Vot e Required If approved by s hareholders at the Annual Meeting , your Board wi ll adopt a reso luti on approvi n g the ame ndm ents to the Amen ded Artic l es of Incorporation and Amended Co d e of R eg ul a tion s reflected in Appendix Band aut h or i z in g th e pr e p ara tion and filin g of a n y d ocument n ecessary or advisable t o implement suc h amendments w hich , i f approved , wou ld be expected to become effective prior to the ne xt annual sha rehold er meeting. Approva l of this propo sa l requires the affi rmati ve vote of 80 percent of the voting p owe r of the Company. B oard Recomm e ndation Your Board b e lieves that retaining discretion to require a two-th i rd s vote for certain ex tra ordinary matters enumerated in the a uthori zing requirements of Ohio corporate J aw as discussed above pro vi d es s hareholders w ith meaningful protections against actions that ma y not be in their b est interests. H oweve r , yo ur Board reco g nizes that many constituencies favor gove rnan ce practice s in which a m ajority vo tin g power threshold is required for any corpor a te action requiring shareholder approval and afte r careful con s ideration, y our Board is recommending a vote to approve the proposed amendments.

Your Board Recommends That You Vote "For" Item 4. Item 5 -Approval to Amend the Company's Amended Code of Regulations to Implement Proxy Access We are asking shareholders to co n sider an amendment to your Company's Amended Code of Regulations to implement

" proxy access." Proxy access , as further de sc ribed below , allows e ligible shareholders to include their own nominee or nominees for election to the Board in our proxy material s, along with your Board-nominated ca ndidat es. B ackg r ou nd and Governance Considerations The proposal i s a result of an ongoing review of corporate gov ernance matters b y your Board and its Corporate Governance Committee and input from our shareholders, including the re s ponse to a proxy access s hareholder propo sa l pre s ented at our 2015 annual meeting of shareholders, which received a majority of the votes cast on the proposal.

Your Board and the Co rporate Governance Committee ha ve considered the advantages a nd disadvantages of providing proxy access rights to s hareholder s, including the view expressed by a number of our shareholders during our outrea c h that proxy access right s would increase th e accountability of d i rectors to shareho lder s and would a llow shareholders to express preferences in director nominations more easily. Our outreach efforts 32 Corp. 2016 Proxy Statement Table of Contents 3 crn co Bt \101ec Or included discussions with the proponent of the shareholder proposal presented at our 2015 annual meeting. In the course of this outreach , the proponent agreed to withdraw a similar proposal to be presented at the Annual Meeting this year after reviewing the terms of the following proposed amendment.

Your Board and the Corporate Governance Committee also considered the potential hann that unrestricted proxy access rights could have on your Board's effectiveness and ability to fulfill its oversight responsibility to you as shareholders, including its potential to lead to an inexp erienced, fragmented and less effective Board with directors who may pursue narrow or spec ial interests.

Accordingly , consistent with its strong commitment to responsiveness to shareholders and in light of the dangers of unqualified proxy access, your Board has decided to subm it the proposal described below to a shareholder vote. Your Board cannot unilaterally adopt the following proposed amendment because a shareho lder vote is necessary under our governing documents.

Proposed Amendment Your Board is proposing an ame ndment to your Company's Amended Code of Regulations that pennits certain shareholders to include a specified number of director nominee s in our proxy materials for our annual meeting of share holders. A summary of the proposed amendment to your Company's Amended Code of Regulations is set forth below. The proposed amendment to the Amended Code of Regul ations is set forth in Appendix C, with deletions indicated by strike-outs and additions indic a ted by underlining.

The summary below is qualified in its entirety by reference to the text of the proposed amendment in Appendix C. The proposed amendment would permit a single shareholder, or group of up to 20 shareholders, that has maintained continuous ownership of at least 3 percent or more of the Company's outstanding common stock for at least the previous three years to include a specified number of director nominee s for election to the Board in the proxy stateme nt for the Company's annual meeting of shareholders.

Shareholders who meet the share ownership criteria would be permitted to nominate up to 20 percent of the Board, rounding down to the nearest whole number of Board seats and in any event, not less than two shareholder

-nominated candidates.

Number of Shareholder-Nominated Candidates The maximum number of shareho l der-nominated candidates would be equal to 20 percent of the directors in office as of the last day a shareholder nomination may be delivered or received or, if the 20 percent calculation doe s not result in a whole number, the closest whole number below 20 percent and in any event, not less than two shareholder nominated candidates.

If your Board decides to reduce the size of the Board after the nomination deadline due to director retirement , resignation or otherwise, the 20 percent calculation will be applied to the reduced size of the Board , with the potential result that a shareholder-nominated candidate may be disqualified.

Shareholder

-nominated candidates that your Board determines to include in the proxy materials as Board-nominated candidates will be counted against the maximum. Pro cedure for Selecting Candidates in the Event the Number of Nomi ne es Exceeds the Maximum Nominating shareholders are required to provide a list of their proposed nominees in rank order. If the number of shareholder-nominated candidates exceeds the maximum number of pennitted shareholder candidates, the highest ranked nominee from the nominating shareholder or group of nominating shareholders, as the case may be, with the largest qualifying ownership will be selected for inclusion in the proxy materials first followed by the highest ranked nominee from the nominating shareholder or group of shareholders, as the case may be , with the next largest qualifying ownership, and continuing on in that manner, until the maximum number of nominees is reached. 33 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 3 e1rs to Be \'O'led Or Nominating Procedure Reque s ts to include shareholder-nominated candidates in your Company's proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that your Company issued its proxy statement for the previous year's annual meeting of shareholders.

Each shareholder or shareholder group seeking to include a shareho ld er nominee in your Company's proxy materials is required to provide certain information , including, but not limited to , the verification of share ownership, biographical information about the nominee and certain representations, as set forth in the proposed amendment attached hereto as Appendix C. Indep e nd ence and Other Qualifications of Shar e holder Nominees A shareho lder nominee would not be eligible for inclusion if your Board determines that he or she is not independent under the listing standards of the principal U.S. exchange upon which the common stock of your Company is listed , any applicable rules of the SEC, or any publicly disclosed standards used by your Board in determining and disclosing the independence of your Company's directors.

Furthermore, a shareholder nominee would not be qualified to b e a director of your Company if: (i) his or her election would cause your Company to be in violation of its governing documents , the listing standards of the principal U.S. exchange upon which the common stock of your Company is listed , any applicable federal law , rule or regulation or your Company's publicly disclosed policies and procedures; (ii) he or she has been an officer or director of a competitor , as defined in Section 8 of the Clayton Antitrust Act of 1914 , within the past three years; (i ii) he or she is a named s ubject of a pending criminal proceeding or has been convicted in a criminal proceeding within the past l 0 years (excluding traffic vio lations and other minor offenses); (iv) he or she is subject to certain enforcement orders related to the regulation of securities; or (v) he or she has provided , or his or her nominating shareholder or group of nominating shareholders has provided , information to us that is not accurate, truthful and complete in all material respects , or that otherwise contravenes certain specified agreements, representations or undertakings.

Effectiveness and Vote R e quir ed If approved by shareholders at the Annua l Meeting, your Board will adopt a resolution approving the amendment to the Amended Code of Regulations reflected in Appendix C and authoriz in g the preparation and filing of any documents necessary or advisable to implement such amendment, which , if approved, would be expected to become effective prior to the next an nual shareho ld er meeting. Approval of this proposal requires the affinnative vote of 80 percent of the voting power of the Company. Board R eco mm e ndation Your Board believes that implementing proxy access, subject to the reasonable requirements described above for the amount and time of ownership and limitations on the number of nominees any one shareholder or group of shareholders may propose , allows shareholders to express preferences with respect to director nominations more easily while also guarding against th e risks of unfettered proxy access. These risks include the potential for individuals or groups to use your Company's proxy statement, to seek se lf-ser ving goa l s by nominating directors focused on goals other than promoting the best long-term interests of your Company. After careful consideration, your Board is recommending shareho ld ers vote to approve the proposed amendment.

Your Board Recommends That You Vote "For" Item 5. 34 FirstEner!lv Corp. 2016 Proxy Statement Tabl e of Cont e nts Share h older P r oposals Four s harehold e r propo s als hav e been s ubmitt e d for con s ideration and action by the s har e holders. The proponents

' names , addr es ses , and numb e rs of s h a res held will promp t ly be furni s h ed b y us to a ny shareholder upon written or oral request to y our Company. The s hareh o lder re s olutions a nd prop osa l s, for w hich yo ur C omp a n y and y our Bo a rd acc e pt no re s p o n s ibility , a re s e t forth b e low and ar e reproduced verbatim in accordance with the a pplicable rules and regulations*.

These shareholder re s olutions a nd proposals may cont a in as s ertions that we believe are factually incorrect.

We have not attempted to refute all of the inaccuracie

s. However, after careful consideration, your Board recommends that you vote" AGAINST" these shareholder proposals in Items 6 through 9 for the reasons noted in your Company's response following each shareholder proposal.

The incl u sion of a hyper/i nk to a n y t hi rd-par t y I n t ernet s i te is no t an d does not im ply an y endorse m ent , ap pr oval, inves t iga t ion, verifica t io n or monitori n g by Firs t E n ergy of a n y in fo rmati o n co nt a in ed in s u ch a th i rd-p ar ty s it e (o th er th an info rm a ti o n pr e p a r ed by F ir s t E n e r gy). In n o even t s h a ll Fi rs t E n e r gy be r es p o n s i b l e f or th e inf o rmat io n (o th e r than in fo rm a ti o n p r e par ed by Firs tEn e r gy) co ntain e d on a ny s u c h third-p a rt y site o r yo ur u se of s u c h third-par ty s it e. Item 6 -Report -Lobbying Related Whereas, we believe full disclosure of FirstEnergy

's direct and indirect lobbying activities and expenditures 1 s required to a s sess whether FirstEnergy

's lobbying is consistent with its expressed goals and in the best interests of shareholders.

Resolved, the shareholders of Fir s tEnergy reque s t th e preparation of a report , updated annually , disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by FirstEnergy used for (a) direct or indirect lobbying or (b) grassroots lobbying communications , in each case including the amount of the payment and the recipient.

3. FirstEnergy

's membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. A description of the decision making process and oversight by management and the Board for making payments described in section 2 and 3 above. For purposes of this proposal , a " grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and ( c) encourages the recipient of the communication to take action with respect to the legislation or regulation.

" Indirect lobbying" is l obbying engaged in by a trade association or other organization of which FirstEnergy is a member. Both " direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committee and posted on FirstEnergy

's website. 35 FirstEner!lv Corp. 2016 Pro x y Statement Table of Contents 3 to Be \fCf!eo Or Supporting Statement As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation, both directly and indirectly. According to OpenSecrets

.org, FirstEnergy spent approximately

$4.2 million in 2013 and 2014 on direct federal lobbying activities.

These figures do not include lobbying expenditures to influence legislation in states , where FirstEnergy also lobbies but disclosure is uneven or absent. For example , according to an article in NJ Spotlight , FirstEnergy spent $525,051 on lobbying in New Jersey for 2014, making it the seventh biggest spender ("The List: AARP , New Jersey's Top Lobbyist, Spent over $1.5 Million in 2014," NJ Spotlight , April 13 , 2015). FirstEnergy is listed as a member of the Edison Electric Institute , which spent over $18.4 million lobbying in 2013 and 2014. However , FirstEnergy does not disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying, despite a 2007 agreement with shareholders to annually disclose non-deductible trade association payments ("More Firms to Make Political Disclosures," CFO, April 4, 2007). Nor does FirstEnergy disclose membership in or contributions to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council. Full and complete disclosure is important.

Absent a system of accountability, company assets could be used for objectives contrary to FirstEnergy's long-term interests.

36 FirstEner!:IY Corp. 2016 Proxy Statement Tabl e of C ont e nts 3 ern> to Bt Vcrttd Or Your Comp a n y's Re sp on s e -Report -L obby i ng Re l ated Your Company believe s that it has a responsibility to participate in the legislative , regulatory and political process. Sharing its view s and educating officeholders , regulators , community and business leaders , and the public on key issues helps your Company promote effective government and the interests of key stakeholder groups including our shareholders , employees and the communities we serve. By engaging with elected officials, regulators , community and business leaders , and other decision makers , your Company strives to conduct its business as transparently as possible to serve customers effectively and help build public trust. In addition to the exi s ting e x tensi v e framework of laws and public disclosure , your Company a dopted a Political Activity Policy , which was most recently updated and expanded in February 2015. The Political Activity Policy disclosure regarding your Company's participation in the political process and political contributions and lobbying expenses.

Such policy can be found at: https ://www.firstenergycorp

.com/investor

/ corporate

_governance

/policies_

charters/corporate

__political

_ activity __pol icy .html. The Po Ii ti cal Activity Policy provides for links to access your Company's federal lobbying reports. Your Company complies with all federal and state lobbying registration and disclosure requirements, which include filing all required reports with the U.S. Congress and applicable state agencies.

These reports detail information such as the particular bills and issues on which individual lobbyists had activity on behalf of your Company, as well as the total lobbying expenses for specific time periods. As set forth in the Political Activity Policy, your Company maintains and files Lobbying Disclosure Act Reports (Form LD-2) with the U.S. Congress.

These reports detail the particular bills and issues on which individual lobbyists had activity on behalf of your Company , as well as the total lobbying expenses , including payments made to trade associations.

These reports may be found at: http://www.senate

.gov/legislative/Public

_Disclosure/LDA_reports.htm.

Additionally, as described in the Political Activity Policy , your Company and its registered federal lobbyists must also file semi-annual reports detailing , among other things, disbursements and personal and/or direct contributions to federal candidates and national party committees.

These forms (LD-203) may be found at: http://www.senate.gov

/legislative

/Public _ Disclosure

/LDA _reports.htm. State reports disclosing activity at the state and local levels, ifrequired, are also made publicly available for review on the app l icable state agency Internet website. Your Company is committed to providing appropriate information and disclosures to its investors concerning its lobbying act1v1t1es.

Additionally, your Company believes that its current procedures and policies promote transparency and compliance with law and addresses the concerns identified in the proposal.

Preparation of reports beyond what is already produced would be a duplicative and onerous task that would divert important resources from alternate uses that your Company's Board and management deem to be in the best interests of your Company and its shareholders.

Your Board recommends that you vote "AGAINST" this proposal (Item 6). 37 I FirstEnerQv Corp. 2016 P rox y Statement Table of Contents 3 ta Be Voled Or Item 7 -Report -Climate Change Related WHEREAS: Global governments agree that to avoid the worst effects of climate change, g lob a l temperatures must not increase beyond 2 degrees Celsius. According to a recent study, meeting this 2 degree carbon limit would require 80% of coal reserves to r emain unburned. (McGlade, Elkins; Nature 2015) FirstEnergy is a coal intensive utility. In 2013 , FirstEnergy was the 6th large st consumer of coal among all U.S. power producers; it created -on its own --approximately 1.2% of total U.S. energy-re lated carbon dioxide emissions. (Ceres 2015 , EIA 2015). While many utilities are reducing coal use, FirstEnergy's coal use increased 22% between 2008 and 2013. In the same period , the nation as a whole reduced coal consumption by 18%. (Ceres, 2015 & 2010; EIA, 2015 & 2010). Because coal is the source of 77% of energy-related carbon emissions in the U.S., laws designed to slow or mitigate climate change are likely to target coal. (EPA, Electricity Sector Emissions)

Indeed , the U.S.' first major climate regulation, the Clean Power Plan , is designed to reduce carbon emissions from coal-intensive utilities.

HSBC noted that the Clean Power Plan's clean air requirements could " increase the stranding risk for U.S. coal producers and coal heavy utilities." In comments to the EPA opposing the Clean Power Plan , a group of utilities claimed that coal pollution regulation will "result in billion s of dollars in stranded assets." (Coalition for Innovative Climate Solutions). FirstEnergy

's coal generation assets are already at risk of stranding.

FirstEnergy has aggressively pursued a bail-out of its costly, aged, polluting coal plants in Ohio. Pending approval , the deal would permit FirstEnergy to pass unknown costs, estimated at nearly $4 billion by the Ohio Consumers' Counsel, for its uneconomic coal plants on to customers at above-market power rates. FirstEnergy, whose stock (as of November 2015) is down over 60% from its 2008 high , informed the press that the Company needs the bail-out because its coal plants "just aren't making money in the open market". (Bloomberg , 2015) Despite this temporary fix, FirstEnergy

's investors remain exposed to s i gnificant risk from stranded assets. Rather than proposing long term solutions for reducing the Company's climate risk, in recent years FirstEnergy has fought energy effic i ency and renewable energy policies that could help displace coal power in states where it operates.

THEREFORE BE IT RESOLVED: Shareholders request that FirstEnergy prepare a report by September 2016, omitting proprietary information and at reasonable cost, quantifying the potential financial losses to the company associated with stranding of its coal generation facilities under a range of climate change driven regulation scenarios that mandate greenhouse gas reductions beyond those required by the Clean Power Plan. 38 FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 *"'"" to Be VC!l*d Or Your Company's Response -Report-Climate Change Related This shareholder proposal requ ests that your Company prepare a report quantifying the potential financial losses to the Company associated with stranding of its coal generation faci liti es under a range of climate change driven regulation scenarios that mand ate greenhouse gas reductions beyond those required by the C l ea n P ower Pl an. The Board believes that pr e p ar ing the report required by the prop osal would largely duplicate yo ur Com p any's existing r eporting efforts and therefore wo uld not provide va lu a ble inform a tion for s hareh ol der s. B ased on our interpretation of the currently applicable J aws a nd regul ations, at this time we do not see a s i gn ificant pot e nti a l th at suc h laws and regulations would result in any material s tranded costs. In addition , the statement in the proposal that "Fi rstEnergy's coal use inc rease d 22% b etween 2008 and 2013" is misleading bec a u se thi s increase is a resu lt of the A llegheny E n ergy merger in 2011. After carefull y considering the proposal, your Board believes that yo ur Company's c urrent env i ronme nt a l poli cies and th oro ugh effo rts to communicate th ose policie s to r egu lators, s hareholders and the public as generally described b elow accomplish the essen tial objectives of th e propo sa l. Additionally, yo ur Company publi ca lly di s clo ses historical financial s tatement s and other information on a quarterly and annual basis in compliance with SEC requir eme nt s that includ es numerical and narrativ e disclosure and that typically provides certain forward-looking information. Your Company h as b ee n forthcoming in our disclosures about e n vironme ntal m atters and ha s expanded our disclosure on how we are managing regul a tory and environmental issues relating to electrical power generation op eratio ns, climate change , energy efficiency and renewable energy. Your Company is making significant changes in the switch to a cle a ner energy future -changes that best fit the challenges and demands of our customers today. Through its AllGreen Energy offer, Fir s t E nergy Solution s Corp., a subsidiary of your Company , is gi v ing its residential customers in Pennsylvania and Ohio the option to reduce their environmental impact by supporting clean , renewable energy resources.

The AllGreen Energy offer is Green-e Certified by Green-e Energy, the nation's leading independent certification and verification program for renewable energy and greenhouse gas emission reductions in the retail energy m a rket. Your Company tirelessly pursues new so urces of clean, renewable energy and other opportunities to meet customers' needs in an environmentally sound way. And one of our top priorities i s to minimize the environmental impact of our generating plants and other facilities.

As a result , your Company has made significant progres s in reducing pollutants and greenhouse gas emissions over the past two decades. Your Company a l so includes disclosure regarding distributed energy resources such as solar and wind systems and energy storage technologies in our Annual Report on Form I 0-K. In addition, your Company has made available on our Internet website the Sustainability Report (publicly available at www.firstenergycorp

.com/environmental

/sustainability) that describes the steps that have been taken by your Company to address the challenge of climate change. The Sustainability Report discloses how we are working to minimize the environmental impact of our operations while meeting our customers' needs for safe, reliable electricity. The report, most recently updated in May 2015 , states that your Company " expects to achieve a 25% reduction below 2005 levels in C02 emissions this year." The Sustainability Report further provides an update to shareholders regarding your Company's efforts related to new sources of clean, renewable energy. As stated in the Sustainability Report, your Company i s one of its region's largest providers of renewable energy, currently with approximately 1 , 900 MW of pumped-storage hydro , and contracted wind and solar resources.

In fact , Fi r stEnergy is one of the largest provider s of wind energy in the region , with a portfolio of nearly 500 MW located in Illinois , Pennsylvania and Ohio , and sales of more than I million MWH per year of wind generation from capacity under contract.

In this regard , the diversity of your Company's 39 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 3

!O Be \101ed Or renewable energy portfolio has grown significantly since 2003. To better infonn shareholders of your Company's efforts in connection with energy efficiency and renewable energy , the Sustainability Report provides updates on matters related to resources such as wind , solar and hydroelectric, as well as energy storage. Further , in our Sustainability Report, your Company describes the energy efficiency and smart grid technology mandates in the states where our generating companies operate and provides a discussion regarding research and development within the electric industry. Such research and development discussions address the actions that your Company expects to take to reduce risk in the future. For example , your Company reports on the long history of supporting research and demonstration projects through the Electric Power Research Institute and other industry organizations in the areas of fuel cells, solar and wind generation and energy storage technologies. Your Company believes it has already taken appropriate steps to report on actions it is taking relating to environmental matters and regularly discloses financial statements and re l ated narrative disc l osure. Due to the nature of your Company's business, preparation of reports beyond what is already produced would be a duplicative and onerous task and would divert important resources from alternate uses that your Company's Board and management deem to be in the best interests of your Company and its shareholders.

The Board and management will continue to share information on your Company's environmental efforts and financial perfonnance and results , accomplishing the fundamental objectives of the proposal without undertaking duplicative efforts and needlessly increasing expenses.

Your Board recommends that you vote "AGAINST" this proposal (Item 7). 40 Corp. 2016 Proxy Statement I ___ J Table of Contents 3 to B e \l o1ed O n Item 8 -Director Election Majority Vote Standard Director Election Majority Vote Standard Proposal Resolved:

That the shareho ld ers of FirstEnergy Corporation

("Company") hereby request that the Board of Directors initiate the appropr iat e process to amend the Company's artic le s of incorporation to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareho lder s, with a plurality vote sta ndard retained for contested director elections, that is , when the number of director nominees exceeds the number of board seats. Supporting Statement:

FirstEnergy's Board of Directors shou ld establish a majority vote standard in director elections in order to provide shareholders a meaningful role in these important elections. The proposed majority vote standard requires that a director nominee receive a majority of the votes cast in an election in order to be formally elected. The Company's current plurality standard is not well-suited for the typical director election that involves only a management slate of nominees running unopposed. Under these election circumstances , a board nominee i s elected with as little as a single affirmative vote, even if a substantial majority of the "w ithhold" votes are cast against the nominee. So-called "wit hhold" votes simply have no legal consequence in uncontested director elections.

We believe that a majority vote standard in board elections establishes a challenging vote standard for board nominees, enhances board accountability, and i mproves the perfonnance of boards and individual directors. Over the past ten years, nearly 90% of the companies in the S&P 500 Index, including numerous companies incorporated in Ohio, have adopted a majority vote standard in company bylaws , articles of incorporation , or charters.

Further, these companies have also adopted a director resignation policy that establishes a board-centered post-election process to detennine the status of any director nominee that is not elected. This dramatic move to a majority vote standard is in direct respon se to strong shareholder demand for a meaningful role in director elections.

FirstEnergy

's Board of Directors continues to oppose the adoption of a majority vote standard.

FirstEnergy has not established a majority vote sta ndard, retaining it s plurality vote standard, despite the fact that most of its self-identified peer companies including Exelon Corporation, NiSource, Inc., Ameren Corporation, American Electric Power Company, CenterPoint Energy, Consolidated Edison, Dominion Resources , and DTE Energy have adopted majority voting. A majority vote standard combined with the Company's current post-e l ection director resignation policy would establish a meaningful rig h t for shareholders to elect directors at F i rstEnergy, while reserving for the Board an important post-election role. It is well past time for the FirstEnergy Board to join the mainstream of major U.S. companies and establish a major i ty vote standard for uncontested director elections.

41 FirstEnerQV Corp. 2016 Proxy Statement Table of Cont e nts 3 *l!ln.!f ta 6t \'o11!!u 0 1 1 Your Company's Response -Di re ct or Election Majority Vote S t a n dard As discussed below, your Board adopted a Director Resignation Policy in 2011 , which provides that any director nominee in an uncontested director election who receive s a greater number of " withheld" votes than votes " for" is required to tender his or h e r re s ignation to the Corporate Governance Committe e. In 2011 , 2 013 and 2 014 , shareholder s upport for substantially s imilar shareholder propo s als decrea se d significantly year-over-year and none of the three s h a reholder proposals received a majority of the votes ca s t. Moreo v er , in 2015 , your Company did not even receive a proposal on this subject. Thi s shareholder proposal requests that your Board t a ke measure s necessary to amend your Company's Amended Articles oflncorporation to provide that director nominees be elected by the affirmative vote of the majority of the votes cast at an annual meeting of s hareholders.

Your Board has carefully considered several factors with respect to majority voting over the past years , including the merits of the majority vote standard , the responsibilities of your Board's Corporate Governance Committee and the best interests of our shareholders. After completing its review of the proposal , your Board believes that the existing Director Resignation Policy , which is described in greater detail above under " Corporate Governance Highlights

," "Questions and Answers About the Annual Meeting" and "Item 1 -Election of Directors," already accomplishes the primary objective of the proposal and the proposal does not serve the best interests of your Company and its shareholders.

Your Board adopted the Director Resignation Policy in 2011 in response to a substantially similar shareholder proposal , shareholder outreach, our ongoing review of our corporate governance policies and to reflect developments in market practice with respect to majority voting in contested director elections.

Under the Director Resignation Policy , any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "For" his or her election is required to promptly tender his or her resignation to the Corporate Governance Committee following certification of the shareholder vote. The Corporate Governance Committee will then consider a director resignation submitted pursuant to the Director Resignation Policy and recommend to your Board whether it should be accepted.

The directors on your Board (excluding any director who tendered his or her resignation) will then make a decision regarding the resignation.

Your Board believes that the Director Resignation Policy promotes a good balance between providing shareholders a meaningful and significant role in the process of electing directors and allowing your Board flexibility to exercise its independent judgment on a case-by-case basis. By acknowledging shareholders' positions regarding director nominees, the Director Resignation Policy accomplishes the primary objective of the proposal at issue without the potential negative consequences of the proposal described below, and as a result , your Board believes that the adoption of a majority vote standard is unnecessary.

The plurality voting standard is the default standard under Ohio law, and our Amended Code of Regulations expressly provides for a plurality vote in the election of directors.

A majority voting threshold for the election of directors could cause a number of difficulties, including the practical problems relating to a "failed election ," or one in which one or more directors standing for election is not seated on your Board. For example, the failure to elect Board candidates could affect adversely our ability to comply with the NYSE Listing Standards or SEC requirements for independent or non-employee directors or directors who have particular qualifications that are essential for a member of your Board , such as a financial expert to serve on your Board's Audit Committee.

Additionally, with a majority vote standard , where a failed election occurs, because one or more directors standing for election is not seated on your Board, it will be up to your Board to fill the vacancy without any further shareholder vote. Shareholders would have no greater assurance that the person selected to fill the 42 Corp. 20 1 6 P roxy Statement Table of Contents 3 n*rr.!l 10 Vol*d 01t Board seat would be any more satisfactory than the nominee who failed to receive the majority vote. Also, taking into account the important role of directors in setting strategic direction and making important business decisions, it could be expected that your Board would still view the election of its original nominee as in the best interests of your Company and our shareholders notwithstanding the number of votes withheld.

Nevertheless, addressing failed elections undoubtedly would be distracting to your Board and may require your Board and/or the Corporate Governance Committee to divert its attention from other important matters and repeat much of the process it went through prior to the shareholder meeting in order to select nominees.

Lastly, your Board does not believe that adoption of this proposal is likely to create any meaningfully greater enfranchisement of our shareholders, in light of the adoption of the Director Resignation Policy, which already provides shareholders with the primary benefit of majority voting while allowing your Board the flexibility to make decisions that it determines to be in the best interests of your Company. For the reasons stated above and in light of the lack of majority shareholder support at our 2011, 2013 and 2014 Annual Meetings for substantially similar proposals, your Board recommends a vote against this majority vote proposal.

Your Board recommends that you vote "AGAINST" this proposal (Item 8). 43 FirstEnerQY Corp. 2016 Proxy Statement Table of Contents 3 l!Ub to Be \'o1ec1 Item 9 -Simple Majority Vote Simple Majority Vote RESOLVED, Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applica ble proposals, or a simp le majority in comp li ance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with app licable laws. This proposal includes that our board fully support this proposal topic and commit to spe nd up to $10 , 000 or more on means , such as special solicitations, as needed to obtain the super-high vote required for passage as a binding company proposal.

This proposal topic won our impre ss ive sha reholder support, based on yes and no votes, at our previous annual meetings:

2005 -71% 2006-73% 2007 -76% 2008-78% 2015 -69% Our board failed to address shareholder votes by not fully supporting this proposal topic as a bindin g company proposal after such consistently strong shareholder support over a decade. Michael Anderson was the chairman of our corporate governance committee.

This proposal topic also won from 74% to 88% suppor t at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. The proponents of these proposals included Ray T. Chevedden and William Steiner. Currently a 1 %-m inority can frustrate the will of our 79%-shareholder majority.

Shareowners are willing to pay a premium for shares of corporations that have excellent corporate governance.

Supennajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance according to "W hat Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supennajority requirements are arguably most often used to block initi at iv es supported by most s hareowners but opposed by a status quo management.

Please vote to protect shareholder value: Simp l e Major i ty Vote-Pro p osa l 9 44 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 3 .tin ID Bt VottU 011 Your Company's Response -Simple Majority Vote This non-binding shareholder proposal requests that your Board take the steps necessary so that each shareholder voting requirement in your Company's Amended Articles and Amended Code of Regulations that "calls for a greater than simple majority vote be eliminated , and replaced by a requirement for a majority of the votes cast for and against applicable proposals , or a simple majority in compliance with applicable laws." We encourage you to refer to your Company's proposal (Item 4 above), which is a binding proposal to implement a majority voting power threshold for shareholder voting under certain circumstances.

Your board believes that the amendment proposed by the Company under Item 4 above provides for better protections against actions that may not be in our shareholders' best interests while taking into account the input from your Company's engagement efforts with shareholders, as well as broad shareholder support regarding this topic. Furthermore, the amendment proposed by the Company in Item 4 accounts for certain applicable provisions of Ohio law that this shareholder proposal does not. As described in Item 4 above, Ohio law provides that certain voting requirements can be changed to a majority of the voting power of your Company, not a majority of votes cast as stated in the shareholder proposal.

Because the Company's proposal (Item 4 above) is binding , if approved by shareholders, the Company would be required to implement the proposal.

However, if this non-binding proposal is approved by shareholders , there is no obligation for the Company to implement it. In sum, your Board believes the proposal put forth by your Company in Item 4 above more appropriately and effectively serves the best interests of our shareholders.

Your Board recommends that you vote "AGAINST" this proposal (Item 9). 45 I FirstEner!lY Corp. 2016 Pro x y Statement Table of Contents 3 err"' !U Be Voled 011 Review of Director Nominees The Corporate Governance Committee , comprised entirely of independent directors, recommend s Board candidates by identifying qualified individual s in a manner that is consistent with criteria a ppro ved by your Board. In consultation with the CEO, the Chairman of the Board and th e full Board, the Corporate Governance Committee searc he s for, recruits, screens , interviews, and recommends prospective directors to provide an appropriate balance of knowledge, experience , and capability on your Board. Assessment of a prospective Board candidate includes, at a minimum , consideration of diversity; age; background and training; business or administrative experience and skills; dedication and commitment; bu s in ess judgment; analytical sk ill s; problem-solving abilities; and familiarity with the regulatory environment.

In addition, the Corporate Governance Committee may consider such other attributes as it deems appropriate , all in the context of the perceived needs of your Board or applicable committee at that point in time. At least annually the Corporate Governance Committee assesses the size a nd composition of your Board in light of the operating requirements of your Company and the current makeup of yo ur Board in the context of the needs of your Board at a particular point in time. Each of the nominees brings a strong and unique background and skill set to your Board , giving your Board as a whole competence and experience in a wide variety of areas necessary to oversee the operations of your Company. In accordance with the Corporate Governance Committee charter, each current director contributes and each future director shall contribute knowledge, experience, or skill in at least one domain that is important to your Company. For example , our directors possess experience in one or more of the following:

management or senior leadership position that demonstrates significant business or administrative experience and skills; accounting or finance; the electric utilities or nuclear power industry; or other significant and relevant areas deemed by the Corporate Governance Committee to be valuable to your Company. The Corporate Governance Committee believes that well-assembled Boards consist of a diverse group of individuals who possess a variety of complementary skills and experiences.

It considers this variety of complementary skills in the broader context of your Board's overall composition with a view toward constituting a Board that, as a body, possesses the appropriate skills, experience, attributes, and qualities required to successfully oversee your Company's operations.

Your Board did not use a third party to assist with the identification and evaluation of potential nominees.

Neither the Corporate Governance Committee nor your Board has an established policy regarding the consideration of diversity in ident i fying director nominees.

However, the Corporate Governance Committee recognizes that the racial, ethnic and gender diversity of your Board are an important part of its analys is as to whether your Board possesses a variety of complementary skills and experiences.

The Corporate Governance Committee also considers differences in point of view, professional experience , education, and other individual skills, qualities, and attributes that contribute to the optimal functioning of your Board as a whole. 46 FirstEner9y Corp. 2016 Proxy Statement Tabl e of Cont e nts 3 Be \101M Ori Biograph i cal Information and Qualific a tions of Nominees for E lec ti on as D i recto r s The fo llowin g pro v id es information a b o ut each dir e cto r nominee , a s of th e dat e of thi s proxy s tatem e nt. The information presented below includ es each nominee's specific experience s, qualification s, attribute s , and skills that led th e Corporate Governance Committee and your Board to the conclusion that h e/she should serve as a director of your Company. P aul T. Addison Age 69 D ir e ctor of your C o m pa ny sinc e 2003 Position, Principal Occupation and Business Experience:

Retired in 2002 as managing director in the Utilities Department of Salomon Smith Barney (Citigroup), an investment banking and financial services finn. Key Attributes, Experience and Skills: Mr. Addison received an M.B.A. in Finance and General Business Administration from the Harvard University Graduate School of Business. His career included positions of increasing responsibility in the investment banking and financial services sector , culminating as a managing director of the Utilities Department at Salomon Smith Barney (Citigroup).

This wealth of experience in the utilities department in the financial services sector makes Mr. Addison a strong contributor to your Board, specifically and your Company generally.

Committees:

Audit , Finance (Chair) M ichael J. Anderson Age 64 Dir e ctor of y o ur Company s in ce 2007 Position, Principal Occupation and Business Experience:

Chairman of the board of directors since 2009 of The Anderson s, Inc., a diversified public company with interests in the grain , ethanol , and plant nutrient sectors of U.S. agr i culture , as well as in railcar leasing and repair, turf products production, and general merchandise retailing. He also served as chief executive officer of The Andersons, Inc. from 1999 to 20 I 5. Key Attributes, Experience and Skil l s: Mr. Anderson received an M.B.A. in Finance and Accounting from the Northwestern University Kellogg Graduate School of Management and was a Certified Public Accountant.

He participated in the Harvard Advanced Management Program. Mr. Anderson was an auditor for Arthur Young & Co. In 1996, he became president and chief o p e r a ting officer of The Andersons, Inc., and he is currently that company's chairman.

The skills and attributes related to Mr. Anderson's experience in the accounting and executive management areas are invaluable assets for your Board. Committees:

Corporate Governance (Chair), Finance 47 I FirstEnerqy Corp. 2016 Proxy Statement Tabl e of Cont e nt s 3 Be Vo1t!d 011 -Election of Directors (Continued)

-William T. C o ttle Age 70 Director of your Company since 2003 Position, Principal Occupation and Business Experience:

Retired in 2003 as chairm a n of the board , president , a nd chief executi ve officer of STP Nucle a r Operating Compan y , a nuclear op e rating compan y for th e South Texas Project. Key Attributes, Experience and Skills: Mr. Cottl e has ser v ed as a consultant in the nucle a r industry.

He has extensive experience in the nuclear field and has held leadership positions at Entergy and Houston Lighting and Power , a s well as with the U.S. Nuclear Regulatory Commission (later referred to as NRC) and the Tenne ss ee Valley Authority.

In addition , he previously served as chainnan , president , and chief exe c utive offi ce r of STP Nu c l ea r Op e ratin g C ompany. This nucle a r industry e xperience is essential to your Board. Committees:

Corporate Governance, Nuclear (Chair) Robert B. Heisler, Jr. Age 67 Director of your Company since 2006 and from 1998 to 2004 Position, Principal Occupation and Business Experience:

Retir e d in 201 I as Dean of the College of Busine s s Admini s tration and Graduate S c hool of Management (a po s ition held s ince 2008) of Kent State University. Special assistant for Community and Business Strategies to the president of Kent State University from S e pt e mb e r 2008 to October 2008 and from 2007 to June 2 00 8. Interim v ice pre s ident for Finance and Administration of Kent State U niversity from June 2008 to September 2008. Retired in 2007 as ch a innan of the board (a position held since 200 I) of Key Bank N.A., th e flagship banking entity within KeyCorp. Chief executive offic e r of the McDonald Financial Group from 2004 to 2007 and executiv e vice president of KeyCorp from 1994 to 2007. He serves as a director of the following three other companies with publicly traded equi t y s ecuritie s: TFS Financial Corporation , The J. M. Smucker C ompany and Myers Industries , Inc. (Board Chainnan).

Key Attributes, Experience and Skills: Mr. Heisler graduated Cum Laude from Harvard University and received an M.B.A. from Kent State University. He has extensive experience in the investment management and financial services sector, culminating in high-level positions at KeyBank N.A., and McDonald Financial Group including chainnan of the board and chief executive officer , respectively.

In addition , he brings administrative skills to your Board through his former role as Dean of the College of Business Administration and Graduate School of Management of Kent State University. Further , he has experience serving on other public company boards. This expertise in financial services and administrative skills makes him a valuable member of your Board. Committees:

Audit , Compensation 48 I F i rstEner!:l v Corp. 20 1 6 P ro x y S ta te m e n t Table of Contents 3 ?terr.3 to B e V o1ett Or -E l ect i on of Dir e ctors (Cont i nued) -Julia L. Johnson Age 53 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

President of NetCommunications , LLC, a national regulatory and public affair s firm focusing primarily on energy , telecommunications , and broadcast regulation , since 2000. She serves as a director of the following three other companies with publicly traded equity securities

American Water Works Company , Inc., MasTec , Inc., a nd NorthWe s tern Corporation.

She also served as a director of A YE (merged with your Company in 2011) from 2003 to 2011. Key Attributes, Experience and Skills: Ms. Johnson received her law degree from the University of Florida College of Law after graduating from th e University of Florid a with a Ba c h e lor of Science in business administration. She is a former chairman and commissioner of the Florida Public Service Commission , which provided her with valuable insight into the electric utility industry.

In her current position as president of NetCommunications , LLC , she develops strategies for achieving object i ves through advocacy directed at critical decision makers. She previously served as senior vice president of Communicat i ons and Marketing at Milcom Technologies and also has additional public company board experience.

Ms. Johnson's extensive regulatory background , l egal experience, and additional board experience qualify her to serve as a member of your Board. Committees:

Corporate Governance , Nuclear Ch a r l e s E. Jones Age 60 Director of your Company since 2015 Position, Principal Occupation and Business Experience:

President , CEO and director of your Company since January I , 2015. He was Executive Vice President and President , FirstEnergy Utilities from 2014 to 2015 and Senior Vice President and President, FirstEnergy Utilities from 2010 to 2011 , and also served as President of y our Comp a n y's utility subsidiaries from 2010 to 2015. He was also Senior Vice President of your Company's utility subsidiaries from 2009 to 20 I 0. He a l so serves as a director of many ot h er subsidiaries of your Company , including FirstEnergy Solutions Corp. Key Attributes, Experience and Skills: Mr. Jones received an undergraduate degree in electrical engineering from The University of Akron. He also attended the Un it ed States Na v al Academy and was a member of the Institute of Electrical and Electronics Engineers.

He completed the Reactor Technology Course for Ut ility Executives at the Massachusetts Institute of Technology and the Public Utility Executive Program at the University of Michigan.

He has had an extensive , nearly forty-year career , at Ohio Edi s on Company and later FirstEnergy Corp., and has held various executive l eadership positions , most recently Executive Vice President and President of FirstEnergy Uti liti es , and currently President and CEO. With this vast experience, Mr. Jones brings to your Board an extraordinary understanding of the inner workings of the public utilities industry in general , and FirstEnergy , in particular.

49 Corp. 20 1 6 P roxy S t atemen t Table of Contents 3 t!U"J to Be V01t!d Or -Election of Directors (Continued)

-Ted J. Kleisner Age 71 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

Retired in 2013 as chainnan (a position held since 2012) of Hershey Entertainment

& Resorts Company, an entertainment and hospitality company. Chairman and chief executive officer in 2012 , president and chief executive officer from 2007 to 2012 and director from 1996 to 2013 of Hershey Entertainment

& Resorts Company. President of CSX Hotels, Inc. (d/b/a The Greenbrier) from 1988 to 2006 and president and chief executive officer of The Greenbrier Resort & Club Management Company from 1988 to 2006. He also served as a director of AYE (merged with your Company in 2011) from 2001to2011.

Key Attrib u tes, Ex p e ri e n ce and Skills: Mr. Kleisner graduated from the University of Denver with a Bachelor of Science in business administration.

Mr. Kleisner has over 40 years of experience in management and executive leadership positions , including over 20 years of chief executive officer experience having served as president and chief executive officer of Hershey Entertainment

& Resorts Company and The Greenbrier Resort & Club Management Company. He has more than 30 years of experience in the areas of labor relations, collective bargaining, and union contract negotiations, both in the U.S. and abroad. Additionally, he has participated in numerous business and real estate developments in the U.S., Europe, and Asia. His prior leadership and senior executive positions provide him with significant experience, both domestic and international, in developing and implementing corporate strategy and setting executive compensation benefits.

Mr. Kleisner's executive leadership positions and additional board experience have prepared him to respond to a multitude of financial and operational challenges.

Mr. Kleisner's vast business background and leadership skills make him well qualified to serve on your Board. Committees:

Compensation (Chair), Nuclear Donald T. Misheff Age 59 Director of your Company since 2012 Position, Pr i ncipal Occupation and Business Experience:

Retired in 2011 as managing partner (a position held since 2003) of the Northeast Ohio offices of Ernst & Young LLP, a public accounting finn. He serves as a director of the following two other companies with publicly traded equity securities

TimkenSteel Corp. and Trinseo S.A. He is also a director of Aleris Corporation , whose common stock is privately held. Key Attributes, Experience and Skills: Mr. Misheff graduated from The University of Akron with a major in accounting and is a Certified Public Accountant.

As the managing partner of the Northeast Ohio offices of Ernst & Young LLP until his r e tir e m e nt in 2 011 , h e a dvi se d many of the region's largest companies on financial and corporate governance issues. He began his career with Ernst & Young LLP in 1978 as part of the audit staff and later joined the tax practice, specializing in accounting/financial reporting for income taxes, purchase accounting, and mergers and acquisitions.

He has more than 30 years of experience perfonning, reviewing, and overseeing the audits of financial statements of a wide range of public companies.

He also has served on numerous non-profit boards. Mr. Misheff's vast financial and corporate governance experience, together with his extensive service to community organizations and business development groups, make him a strong member of your Board. Committees:

Audit, Compensation 50 FirstEnen:1v Corp. 2016 Proxy Statement Table of Contents 3 1en to flt \loted Or -Election of Directors (Continued)

-Thomas N. Mitchell Age 60 Director of your Company since 2016 Position, Principal Occupation and Business Experience:

Retired in 2015 as the president, chief executive officer and director (positions held since 2009) of Ontario Power Generation Inc. (later referred to as OPG), an Ontario-based electricity generation company. He is also a former director and member of the leadership and compensation committee of the Electric Power Research Institute. Key Attributes, Experience and Skills: Mr. Mitchell received his undergraduate degree in Engineering (Nuclear and Thennal Sciences) from Cornell University, his Master of Science degree in Mechanical Engineering from George Washington University and his LLD (Hon) from University of Ontario Institute of Technology, which i s an honorary degree. He has extensive experience in the nuclear industry and as a senior executive.

Prior to his mo st recent executive position at OPG , he held progressively more responsible leadership roles before being named the site vice president at the Peach Bottom Atomic Power Station, where he directed the day-to-day operations of the station. He also served as a vice president for the Institute of Nuclear Power Operations and as a Lieutenant (Naval Reactors) in the US Navy. Mr. Mitchell's nuclear industry experience, along with his broad l cudcro hip and bu s ine ss s kill s , i s e ss ential t o your Board. Committee: Nuclear Ernest J. Novak, Jr. Age 71 Director of your Company since 2004 Posit i on, Principal Occupation and Business Experience:

Retired in 2003 as managing partner (a position held since 1998) of the Cleveland office of Ernst & Young LLP, a public accounting finn. He serves as a director of the following two other companies with publicly traded equity securities:

BorgWarn er, Inc. and A. Schulman, Inc. Key Attributes, Experience and Skills: Mr. Novak graduated from John Carroll University with a major in accounting. He received his Masters in Accountancy from Bowling Green State University and is a Certified Public Accountant.

During his long and distinguished career at Ernst & Young LLP, he held various positions including coordinating partner and Area Industry Leader, before retiring after 17 years as the managing partner of various Ernst & Young LLP offices, most recently managing partner of the Cleveland office. He has over 30 years of experience perfonning , reviewing, and overseeing the au dits of financial statements of a wide range of public companies.

Mr. ovak currently serves as chair of the audit committee of two other public companies. As a re sult of this extensive experience in the field of accounting and his broad financial expertise, Mr. Novak is your Company's "Audit Committee Financial Expert" and is a valuable member of your Board. Committccs r Au dit (Chair), Fi n a n c e 51 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 ems to B t On -Election of Directors (Continued)

-Chr i sto pher D. Pappas Age 60 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

President, chief executive officer and director of Trinseo S.A., a producer of plastics , latex and rubber, since 20 I 0. President and chief executive officer of NOV A Chemicals Corporation (later referred to as Nova Chemicals), a producer of plastics and chemicals, in 2009. President and chief operating officer from 2008 to 2009, chief operating officer from 2006 to 2008 , and senior vice president

& president, Styrenics from 2000 to 2006 for Nova Chemicals.

He serves as a director of one other company with publicly traded equity securities:

Univar Inc. Within the past five years , he also served as a director of A YE (merged with your Company in 2011) from 2008 to 2011. Key Attributes, Experience and Skills: Mr. Pappas received an M.B.A. from the Wharton School , University of Pennsylvania and an undergraduate degree in Civil Engineering from the Georgia Institute of Technology.

He served in various leadership capacities at NOVA Chemicals, Dow Chemical , and DuPont Dow Elastomers and has also served on other public company boards. His executive and board experience has equipped him with leadership skills and the knowledge of board processes and functions.

Additionally, Mr. Pappas's general corporate decision-making and senior executive experience with a commodity-based business provides a useful background for understanding the operations of your Company. This experience qualifies him to serve as a member of your Board. Committees:

Compensation, Finance L ui s A. R ey e s Age 64 Director of your Company since 2013 Position, Principal Occupation and Business Experience:

Retired in 2011 as a Regional Admini s trator (a po s ition held since 2008) of the NRC. Executive Director of Operations of the NRC from 2004 to 2008 and has held various other positions with the NRC since 1978. Key Attributes, Experience and Skills: Mr. Reyes received his undergraduate degree in Electrical Engineering and his Master of Science degree in Nuclear Engineering from the University of Puerto Rico. He has extensive experience in the nuclear field and has held senior leadership positions with the NRC. He joined the NRC in 1978 where he held progressively more responsible leadership roles before being named executive director of operations in 2004 , where he managed the day-to-day operations of the agency. He also served as regional administrator for NRC Region II, overseeing all new commercial nuclear power plant construction in the country as well as operating plant inspections in the southeast United States. Mr. Reyes retired from the NRC in 2011 with 33 years of service. This nuclear industry experience is essential to your Board. Committees:

Corporate Governance, Nuclear 52 FirstEnerQV Corp. 2 016 Pro x y Statement Table of Contents 3 10 Bo Vo1oli Oo -E l ection of Directors (Continued)

-George M. Smart Age 70 Director of your Company since 1997 Position, Principal Occupation and Business Experience: executive Chainnan of the Board since 2004, except for a brief transition period from January 1 , 2015 to April 30 , 2015 where he was the Lead Independent Director of the Board. Retired in 2004 as president (a position held since 2001) of Sonoco-Ph oenix, Inc., a manufacturer of easy opening lid s. He serves as a director of one other company with publicly traded equity securities:

Ball Corporation.

Director of Ohio Edison Company from 1988 to 1997. Key Attributes, Experience and Skills: Mr. Smart received an M.B.A. from the Wharton School, University of Pennsylvania , with a major in Marketing. He served as the president and c hief executive officer of Central States Can Co. from 1978 until 1993 and as chairman of the board and president of the Phoenix Packaging Corporation from 1993 until 2001. He retired as president of Sonoco Phoenix , Inc. in 2004. Over the past 25 years, Mr. Smart has been a director of and has served on various board committees of six public companies.

This extensive corporate and CEO-level experience provides an excellent background for his current position as our non-executive Chainnan of the Board. Committees:

Audit, Corporate Governance Dr. Jerry Sue Thornton Age 69 Director of your Company since 2015 Position, Principal Occupation and Business Experience:

Chief executive officer of Dream Catcher Educational Consulting, a consulting firm that provides coaching and professional development for newly selected college and university presidents.

Retired President (a position held from 1992 to 2013) of Cuyahoga Community College. Upon her retirement, Cuyahoga Community College honored Dr. Thornton with the title of President Emeritus. She serves as a director of the following three other companies with publicly traded equity securities

Applied Indu stria l Technologies , Inc., Barnes & Noble Education , Inc. and RPM , Inc. She also served as a director of American Greetings Corporation from 2000 to 2013. Key Attributes, Experience and Skills: Dr. Thornton received her Ph.D. degree from the University of Texas at Austin and her M.A. and B.A. degrees from Murray State University.

She has extensive executive management and board experience , including her board service for other public companie s and her participation on numerous key board committees.

She is a recognized leader in the Northeast Ohio community. Dr. Thornton's broad leadership and business skills, together with her extensive board service for public companies and community organizations , make her well qualified to serve on your Board. Committees:

Com p ensatio n , Fin a nce 53 I Corp. 2016 Pro xy Statement Tabl e of C ontent s 4 Execu trrto COM!Ji!r 1icn Exec u t iv e Compensation Compe n sat i on Committee Report The Comp e n s ation Committe e (referred to in thi s Executiv e Comp e n s ation sec ti o n as th e Committee) r ev iewed and discussed the CD&A with m a n ag em e nt and , based on such review and dis c ussions , the Committ ee rec o mmend e d to your Board th a t the CD&A be included (or incorporated by r e ferenc e, a s applicable) in your Company's Annual Report on Fonn I 0-K for the fi s cal y ear ended Decemb e r 31 , 2015 , and proxy statement.

Comp e n sa tion Committee: Ted J. Kleisner (Chair), Robert B. H e i s l e r , Jr., Don a ld T. Mi s h e ff , Christopher D. Pappa s, and Dr. Jerry Sue Thornton. Compensation Discussion and Analysis Exe c uti ve Summary NE Os In thi s CD&A we describe our pay-for-perfonnance executi v e comp e n s ation progr a m and philo s oph y in the context of the 2015 compensation decisions related to the CEO and each of the other NEOs included in the 2015 SCT. For 2015, our NEOs and their respective titles were as follows:

• Charles E. Jones, President and CEO

• Jam e s F. Pearson , Executive Vice President and CFO

• Anthony J. Alexander, Executive Chairman (concluded service on April 30 , 2015)

• Leila L. Vespoli, Executive V i ce President, Markets and Chief Legal Officer

• James H. Lash , Executive V i ce President and President, FirstEnergy Generation

• Donald R. Schneider , President FirstEnergy Solutions Messrs. Jones and Pearson are NEOs as a result of their positions as CEO and CFO , respectively, throughout 2015. Mr. Alexander was succeeded as President and CEO of your Company by Mr. Jones, effective January 1 , 2015, and was appointed as Executive Chairman of yo ur Company until he concluded his service on April 30 , 20 1 5. Ms. Vespoli and Messrs. Lash and Schneider were our three most highly compensated executive officers (other than our CEO and CFO) throughout 2015. Messrs. Pearson and Lash were appoin t ed as Executive Vice Presidents effective September 6 , 2015. Guiding Principles Our vision is to be a leading regional energy provider , recognized for operational excellence, customer service and our commitment to safety; the choice for l ong-t erm growth , investment value and financial strength; and a Company driven by the leadership, skills , diversity, and character of our employee s. The primary objectives of our executive compensation program are to attract , retain , and reward talented executives who we believe drive our success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy that aligns executives' interests with your interests as shareholders. We believe it is important to maintain consistency in our compensation philosophy and approach.

Shareholder Outreach and Consideration of Say-on-Pay Vote Results After a significant engagement effort w ith our top share hold ers beginning in 2013, we made substant i al changes to our compensation plans and programs over the past three years. We continue the engagement effort with our 54 Corp. 2016 Pro x y Statement Table of Contents 4 Cor'lper lcn shareholders to, among other things, gain their ins i ght and support on our compensation programs and practices.

As a result, we have seen significant improvements in the results to our advisory vote to approve NEO compensat i on (later referred to as Say-on-Pay Vote) in 2014 and 2015 , including 85 percent support from our shareholders for our Say-on-Pay Vote at our annual meeting in 2015. During 2015, we continued to benchmark our p l a n s and programs to support direct alignment between pay and performance and your Company's s h are h o l ders' interests.

The Committee believes that the positive results indicate that shareholders are largely supportive of our approach toward executive compensation , particularly taking into account the revisions t o our executive compensation program made in 2013 and 20 1 4, and are evide n ce that our pay-perfonnance practices are effective. The Committee approved additiona l changes to our executive compensation program in 2015 which i ncludes changes to the Existing CIC Plan, t h e adoption of the New CIC Plan effective January 1, 20 1 7, and t he L TIP as out li ned i n more detail below. Although Mr. Jones received an increase i n base sa l ary, Short-Term Incent i ve Program (later referred to as the STIP) ta r get increase and L TIP target i ncrease in connection with his promotion to P resident and CEO in 2015, he did not r eceive any specia l awards for his promotion and his total compensation remains less than the Reve n ue-Regressed 50th Percentile of our peer gro u p of ut i li ty and genera l i nd ustry companies (later referred to as the B l e n ded Me di an). Mr. Jones a l so waived his participation in the Existing CIC Plan a nd t h e New CIC P l a n in 20 1 5 as d i scussed in more detai l below. The Committee values and a pp reciates t h e inp u t of our s h areholders i n maki n g future compensation d ec i sions for t h e NEOs. K ey C h a n ges To Y our C ompan y's Executi v e Compensa t ion Pro g ram We made a num b er of changes to o ur co mp e n sa t io n p l a ns a n d programs in 2013 and 2014 tha t cont i nue to i n flu e n ce o ur co m pensation p l a n s and programs in 2015, inc l uding:

• Cr ea t e d a n entirel y at-ri s k L TIP by e li m i na ting t he t i me-b ased p o rti on of th e perfo rm ance-a d j u s t ed r estr i c t e d s t ock u n i ts (l a t er referred to as RSUs) from the L TI P an d inc r eased t h e range from zero percent payout to a 200 p ercent max i mum payo ut;

• Re vi sed th e pa y out schedul e of the RSUs t o pro v ide i n te rp o l at i on b etween l eve ls of p e r fon n a n ce, ra ther t h an h av ing o n ly t h r ee l eve l s of p ayo u t at 5 0 p erce nt , 1 00 p e r ce n t, o r 2 00 perce n t;

• A dopt e d two different finan c i a l perform a nce m e a s ur es for the RSUs awarded un der t he L TI P th a t foc u s ma n age m e nt o n de b t m a n age ment a nd c a pit a l e ffici e nc y, while e limin a tin g ov erl a pp i n g fi n ancial p erfo nn a n ce me as ur es b etwee n the STIP a nd L TIP to align with s hareholder s' interests;

• Reduced the s tr e tch* potential pa y out of th e fi n a n c i a l performa n ce measures i n the S TI P from 200 percent to 150 percent o f ta r ge t;

• Continu e d to maintain a pool of funds for th e STIP pa y out b ased o n O p era tin g ea rni ngs pe r s hare (l a t er r efe rr ed t o as O pe ra tin g E P S), a no n-GAA P fi n a n cia l measure, ac h ieve d in t h e pl a n year, w h ich formu l aica ll y reduces t he o p eratio n al p ayo u ts, exc ludin g Safety, if the p ayo u t as ac h ieved i s n ot s upp o rt ed by O p era tin g EPS;

• A dopt ed a cla w back polic y;

• Formall y clos e d th e Supplemental E x ecuti v e Retirement Plan (la t er r efer r e d to as t h e SERP) t o n ew e nt ra n ts; a nd

• Eliminat e d unv es ted performanc e-adjust e d RS Us as elig ibl e sha r es for executives to meet their s hare ownership requirement s as set forth in o ur share ow n e r shi p g ui de li nes. The changes to our compe n satio n pla ns a n d programs b egin n ing i n 2013 reflect our commitment an d fl ex ib i li ty i n res p o nd ing to c h a n gi n g marke t conditio n s, o u r bu s i ness s t ra t egy an d fi n a n cial p erforma n ce, an d exec u tive 1 The term "stretch" is used interna ll y and b y management to reflect the performance l eve l s associated w it h max i mum achievement of a K ey Performance In dicator (later referred to as KP I). The term "maximum" is used later in t h e" Executive Compensation" port i on of this proxy statement to r efer to such performance levels. 55 Corp. 2016 Pr o xv S tatement Table of Contents 4 E atCllth't COMpet* Jen compensation sta ndard s. While the Comm itt ee and our management team understand the impact that econom i c conditions , and our operating perfonnance may have on our stock price , it is important to us that the elements of our compensation plans and program continue to incentivize management toward the proper short-and long-term goals , which are intended to translate ultimately into value for our shareholders. In 2015 , based on a desire to create Company-wide focus on specific perfonnance measures and to further align executive pay with Company objectives , your Committee approved additional changes as outlined below. 2015 Executive Compensation Program Key Changes Pay Program Change Impact CIC Severance Plan Amended the Existing CIC Plan , effective January I , Aligns CIC benefits more closely w ith current or 2016, to (i) provide that restrictions on the disclosure of leadin g market practices.

Your Company believes confidential information and trade secrets by that the CIC benefits incent executives to remain participants wi ll run indefinitely; (ii) revise the definition through a CIC an d act in the be st interest of of"Good Reason" to align more closely with market shareholders , but does not provide egregious practice; (iii) limit continued health insurance coverage payments or benefits (e.g., reduced cash to two years, eliminate life insurance benefit severance multiple, no excise tax gross-up enhancements and subsidized retiree health coverage; provisions or excessive perquisites).

and (iv) implement other administrative revisions.

In addition , adopted the New CIC Plan which will become effective January 1 , 2017 and will (i) eliminate the tier structure so that all p articipants are eligible for the same le ve l of benefits; (ii) reduce the cash severa nce multiple to 2.00 times the sum of base sa l ary and target bonu s for a ll participant s; (iii) eliminate additional years of age and service credits; (iv) eliminate legal coverage; and (v) add outplacement serv i ces for a one-year period, cap ped at $30 , 000. CEO CIC Mr. Jones waived his right to participate in the Existing It was Mr. Jones' preference not to participate in CIC Plan and any future CIC severance plan. The the Existing CIC Plan or any successor or future Company maintains a non-compete agreement for Mr. plan. Jones in the event of a CIC that is similar to the existing provisions in the Existing CIC Plan. 56 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents 2015 Executive Compensation Program Key Changes Pay Program Change Impact LTIP Redesigned the L TIP so that an executive's LTIP op portunity is comprised of performance-adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cash. Both the stock-based and cash-based RSU awards maintain the 2014 RSU perfonn ance measures, and remain completely at risk, with a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year oerfonnance cvcle. Provides goals for executives based upon current Company objectives that drive shareholder value. Refer to the section titled "RSU Index Perfonnance Measures" later in this CD&A. This design aligns our executives' interests with our l ong-t erm success through an entirely performance-based L TIP and encourages share ownership among our executives.

Your Board strongly b elieves that these compensation program changes, in conjunction with the previou s changes to our executive compensation program and continued shareholder outreach, are in the best interests of shareholders and address the financial and operational concerns raised in previous shareholders' advisory vote results and ongoing share holder outreach.

2015 Performance Payouts at a Glance STIP The STIP provides annual cash awards to executives whose contributions support the achievement of our identified financial and operational KPis. For 2015 , your Company exceeded our stretch goal level of $2. 70, representing the upper end of our Operating EPS guidance reported to the financial community, by achieving

$2.71 for Operating EPS. Our Corporate Safety performance result was 0.83, which was between the target goal (0.96) and stretch goal (0.64) level s, which represents the stro ngest safety performance company-wide since 1992. In contrast to the other KPls, with respect to safety, the lower the result , the better the performance.

As a result, the NEOs, excluding Mr. Alexander (as discussed below), received a STIP payout on average at 13 8 percent of target. LT/P It is important to note that payouts under our L TIP during 2015 were based on a three-year performance cycle which included awards granted und e r the executive compensation program that was in place at the beginning of 2013, and does not include the recent changes to our pay practices outlined above, which became effective in 2014 and 2015. 2013-2015 Cycle of P erformance

-Adjusted RS Us In 2013, executives were granted awards of performance-adju sted RSUs at the beginning of the performance period. Performance-adjusted RS Us could be adjusted up or down by 50 percent at the end of the three-year performance cycle depending upon the Company's average annual perfonnance on three key metrics:

Operating EPS, Safety and the Operational Linkage Index. Actual performance result s for each of the three years were averaged and com pared to the average of the target level set for each performance metric to determine if a 50 percent adjustment is applicable.

If your Company's 57 Corp. 2016 Proxy Statement

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*----------Table of Contents average annual performance met or exceeded the target on all three measures, 50 percent more shares were earned at the end of the three-year perfonnance cycle. If your Company's average annual performance were below target on all three measures , 50 percent fewer shares were earned at the end of the three-year perfonnance cycle. If your Company's average annual performance met or exceeded target on one or more of the measures but fell short of target on one or more of the others, then the number of shares originally granted were earned at the end of the three-year performance cycle. The following table summarizes the results for the three performance metrics for the 2013 grant: 2013 2014 2015 Average Target Result Target Result Target Result Target Result[ Result Operating EPSCIJ $3.00 $3.03(3) $2.65 $2.56 $2.55 $2.71 $2.73 $2.77 Above Target Safety(2) 0.99 0.97 0.96 0.97 0.96 0.8 3 0.97 0.92 Above Target Operational Linkage 6.00 8.05 6.00 6.69 7.00 7.43 6.33 7.39 Above Target (I) Operating EPS is a non-GAAP financial measure. Operating EPS is calculated using GAAP earnings per share and adjusting for the per share impact of certain items , which for 2013 , 2014 and 2015 inc luded mark-to-market adjustments, regulatory charges , trust securities impairment , the impact of core asset sales/ imp airme nts , merg e r accounting

-commodity contracts, and plant deactivation costs. In addition, for 2013 and 2014 , adjustments also included l oss on debt redemptions and re st ructuring costs; for 2014, adjustments also included litigation resolution

and for 2014 and 2015, adjustments also included retail repositioning charges. (2) In contrast to the other KP!s, with respect to Safety, the lower the re s ult , the better the performance. (3) Reflects Operating EPS of$3.04 as announced on February 25 , 2014 le ss the $0.01 reduction for KP! purposes.

As a result , the RS Us paid out at 150 percent of target. 2013-2015 Cycle o(Performance Shares Also, in 2013 under the L TIP , executives were granted awards of performance shares at the beginning of the three-year performance period. Award payments were calculated based on the Total Shareholder Return (later referred to as TSR) of FirstEnergy versus the Edison Electric Institute (later r eferred to as EEi) Index of Shareholder Owned Electric Companies. If the FirstEnergy TSR perfonnance fell below the 25th percentile of the peer group, all of th e perform a nce s har es were s ubject to forfeiture.

However, in that scenario, if the three-year average Operating E PS result was at or above ta r g e t, a s pro vi d e d in the t a ble a b o e, pat t icipan t s wou ld 1 c i a 25 p 1 n t pa ou t o f th p rforma n ce s har e s. A s a res ult o f o hongo s to our executive compe n sation program in 2014, the L TIP granted in 2013 was the last cycle to include a 25 percent payout for the Operating EPS adjustment to performance shares. For the 2013-2015 cycle, although our TSR was below the 25th percentile , the three-year average Operating EPS was above target. As a result, the performance shares paid out at 25 percent of target. Looking Ahead 2016 NE O Compensation In February 2016, the Committee reviewed the compensation for the NEOs in conjunction with the revenue-regressed market data for our peer groups provided by the Committee's independent compensation consultant Meridian Compensation P art ners , LLC (later referred to as Meridian).

The Committee also considered the utility peer group prox y data (as defined in Appendix A), ISS's peer group data, and ISS's pay-for-performance analytics.

Following this re v iew , and based on the Committee's recommendation, your Board approved modest increase s to base salaries of certain of the NEOs effective March 1, 2016, as follows: Mr. Jones from $1 , I 00 , 000 to $1, 133 , 000 (3%); Mr. Pear so n -from $635,000 to $660,400 ( 4%); and Ms. Vespoli from $730,000 to 58 FirstEnen:iv Corp. 2016 Proxy Statement Table of Contents 4 Car'lper Uan $759,200 (4%). The base sa lary increase for Mr. Jones was based on merit a nd sustained exceptiona l individual perfonnance, and is also designed to continue to move his salary towards the Blended Median. The base salary increases for Mr. Pearson and Ms. Vespoli were based on merit , benchmark data , and sustained exceptional individual performance.

Although Messrs. Lash and Schneider sustained strong individual performance, they did not receive base salary increases, as their base salaries are well positioned to the Blended Median. Based on the Committee's recommendation , your Board also approved an increase in the STIP and L TIP target opportunities for Mr. Jones from 1 15 percent to 120 per cent of his base salary and from 545 percent to 600 perc ent of his base salary, respectively , effective January I , 2016. The increased target opportunities are designed to move Mr. Jones' incentive lev els towards the Blended Median, while increasing the percentage of his target opportunities levels that relate to perfonnance-based compensation.

These changes move Mr. Jones to a 20 percent below-market total pay position compared to the Blended Median. No other NEO received an increase to either STIP or L TIP t arget opportunities for 2016. 2016 STIP In February 2016 , upon recommendation of the Committee, the Board adopted the terms of the Executive Short-Term Incentive Program for your Company's executive officers, including the NEOs , for annual bonuses granted beginning in 2016. The Executive Short-Term Incentive Program is a component of the 2015 Incentive Plan and provides annual cash awards granted pursuant to the tenns and conditions of the 2015 Incentive Plan. Payment is based on the successful achievement of corporate financial and operational KPis which are developed in accordance wit h the perfonnance measures approved by shareholders in the 2015 Incentive Plan. Under the Executive Short-T erm Incentive Program , the Committee annually establishes the KPis that must be satisfied in order for a NEO to receive an award for such perfonnance period , and your Board approves the relative weightings for each KPI with respect to each NEO, and the threshold, target and maximum award opportunity for each NEO, which are expressed as a percentage of the NEO's base salary. However , the Executive Short-Tenn Incentive Program payout will be zero if your Company's performance is below threshold. The Committee may use negative discretion to make downward adjustments to amounts paid to the NEOs , either on a formula or discretionary basis or a combination of the two, under the Executive Short-Term Incentive Program. The new Executive Short-Term Incentive Program replaces a sim ilar program under the 2007 Incentive Plan. For ease of reference, STIP, as used throughout, refers to the new Executive Short-Tenn Incentive Program or its predecessor , as applicable. A New Energy Leadership C h arles E. Jones became the new CEO of your Company on January I, 2015, succeeding Mr. Alexander.

Mr. Jones is a 37-year veteran of the Company with a strong background in FirstEnergy's energy delivery busines s, which complements the Company's customer-focused regulated growth platform.

Mr. Jones continues to lead your Company's strong management team , comprised of our NEOs, and he also added a few new members to your Company's Executive Council to focus on strategy , marketing and branding. Strategy Under Mr. Jones' leadership , your Company continued to implement its regulated growth strategies and de-ri sk the competitive business.

In connection with this strategy, your Company has undertaken severa l key initiatives.

The success of these initiatives has shaped, and will continue to shape, the performance of your Company and ultimately impact the compensation decisions and pay outcomes relating to your Company's executive officers , including the NEOs. 59 Corp. 2016 Proxy Statement Table of Contents The ce nt erp i ece of your Company's growth strategy is a $4.2 billi o n in ves tment in the Energiz in g the Future progr am that began in 20 14 and wi ll continue through 2017 to upgrade and expand your Company's transmission system. This pro gram is focused on a number of projects wit hin your Company's 24 , 000 mile service territory that w ill enhance service to customers.

The projects within the program are either regulatory required or su pp ort reliability enhancement.

Consistent w ith the plan, your Company s pent $2.4 billion over the 20 14 and 2015 timeframe, includin g on project s to address service reli ability, gr id modernization, a nd grow th. Additionally, over the p ast two years, your Compa ny has a d voca t e d for PJM Capacity Market reforms that would b etter recognize the role of bas e lo a d generat ion to ensure gri d sta bility an d reliability.

In 20 15 , new capacity performance rules we re approved by the Federal E nergy Regul atory Com mi ssion (later referred to as FERC). This new perfonnance model was adopte d for the b ase residual and transitional a uction s held in August and September 20 1 5 , producing c l earing price s that come closer to reflect in g the true operating costs of our generati n g plant s; although the markets continue to fa ll s h ort in cover in g all of the costs to own and operate generation pl ants. All of our un committed generation cleared the transitional auct ions for th e 2016/2017 and 2017/2018 deliv ery years. Most of our generation also cleared in the 2018/2019 base residual auction, with a remaining hedge po s ition of 885 megaw a tt s. The five-state service territory served by your Company's Regulated Distribution seg ment also offers substantial opportunities for future investment s to impro v e serv i ce to customers.

In particular , in 2015 your Company completed major rate cases in West Virginia, Pennsylvania and New Jer sey a nd in 2016 received a ppro va l of infra s tructure improv e ment plan s in Pennsyl va nia. Additionally, your Company h as remained very engaged in efforts to help prot ect our Ohi o utili ty customers from future retail electricity price increases and market volatility, while preserving vital baseload power plants. In December , our Ohio utilities filed a comprehensive settlement in support of our Pow e ring Ohio's Progr ess Electric Security P l an IV (later referred to as the ESP IV) at the Public Utilities Commission of Ohio (later referred to as PUCO). The settlement outlines ambitious steps to safeguard customers aga in s t retail price increases in future years, deploy new energy e fficiency programs , and provide a clear path to a cleaner energy future. Included in the se ttlement is a retail rate s tability provision, which r ecove r s the costs of an eight-year F E RCjurisdictional power purcha se agreement with certain of our Ohio baseload power plants. We expect a ruling by the PUCO on the settlement in March. The outcome of the ESP IV will allow us to better assess your Compan y's 2016 Operating earnings , regulated growth and cash flow over the next several years. The re i s currently a complaint filed at FERC requesting a review of the purcha se pow er agreement.

In addition, parties have expressed an intention to challenge in the courts and/or before FERC, the purchase power agreement or PUCO approval of the ESP IV , if approved.

Your Company intends to vigorously defend against such challenges and your Company continues to believe in the many benefits of the purchase power agreement and the ESP IV. F ina ll , i n A pii l 201 5 , yo u r C ompan l aunc h e d a Ca h Fl ow Imp rov ement Project to Identify Immediate an<l long-term s a vi ngs opportunitie s to help make your Company stronger and more flex i ble. With a focus on reductions to operating expenses, capital expenditures, and inventory and supply chain costs , your Company identified

$240 million of annual savings opportunities expected to be achieved by 2017. 2015 CEO and Exec utive Chairman Compensation Effective with his election t o P resident and CE O un January I , 2 0 I , Mr. Jone s was provided a base salary increase from $6 25 ,0 00 to $1 , 100,000 , a STIP target increase from 70% to 115% of base sa lary , and a L TIP target increase from 71 % to 180% of base salary, with respect to cash-based RSUs , and 143% to 365% of bas e salary, with respect to stock-based RSUs, which is consistent with the LTIP changes in 2015. As a result of Mr. Alexander's departure as Executive Chainnan in connection with his conclusion of service on April 30, 2015, Mr. A l exander received the benefit s provided for under hi s exis ting employment agreement with 60 FirstEnerQY Corp. 2016 Proxy Statement Table of Contents 4 Conpe.r. ... ,lcn your Company , dated March 20 , 2012, including the vesting of the remaining portion of the restricted stock award granted pursuant to the agreement.

Mr. Alexander also received a pro rata portion of his outstanding performance-adjusted RSU awards and performance share awards under the LTIP for the 2013-2015 cycle and is entitled to receive a pro rata portion of the award under the 2014-2016 cycle, subject to the achievement of the perfonnance measures.

In addition , as provided in the award agreements , Mr. Alexander executed a general release of claims in favor of the Company. Mr. Alexander received his base salary through April 30, 2015 and is entitled to a pro rata portion of the STIP for 2015. In lieu of Mr. Alexander's customary L TIP grant for the 2015-2017 cycle, your Board granted Mr. Alexander a mix of cash-based performance-adjusted RS U s (I /3) and stock-based performance-adjusted RSU s (2/3 ), representing a small fraction (I /18th) of his customary L TIP award , which reflected the time he remained with your Company during the awards' perfonnance period (i.e., until April 30 , 2015). These awards remain entirely at risk (and subject to upward/downward adjustment or forfeiture) based on the achievement of the perfonnance measures tracked over the applicable threeyear performance cycle. Compensation Philosophy We believe that the quality , skills , and dedication of our executive officers , including our NEOs , are critical elements in our ongoing ability to deliver positive operating results and enhance shareholder value. We generally target each of our NEOs' compensation opportunity at or near the Blended Median of the competitive data and utilize a range of 80 to 120 percent of that Blended Median in order to foster retention of our NEOs and reflect each NEO's:

• Individual perfonnance;

• Experience; and

• Future potential to play an increased leadership role in your Company. These factors are not weighted or part of a formula, but rather provide your Board with the latitude to make adjustments to compensation based on a combination of any or all of these factors. Our incentive plans also provide the opportunity for our NEOs to achieve above-50th percentile compensation for strong corporate performance.

However, if financial or operational perfonnance does not meet specific targets, our NEOs earn below-50th percentile compensation.

As further described in this CD&A, a significant portion of our NEOs' actual compensation is based on corporate and business unit performance as defined by financial and operational KPl's directly linked to short-term and long-term results for key stakeholders, including shareholders and customers.

T he re l evant business units utilized by your B oard and the C ommittee for the purpose o f determining KPl s ih the context o f EO cotnpensatlon correspond to our reportable segments:

Regulated Distribution, Regulated Transmission, and Competitive Energy Services.

Falling short, meeting, or exceeding our goals in these key areas is directly reflected in the actual compensation paid to our NEOs and other executives. Compensation Committee Role and Responsibility The Committee is responsible for overseeing compensation and making recommendations to your Board for establishing appropriate base salary and incentive compensation for our executive officers, including our NEOs, in accordance with our compensation philosophy , while also aligning our executives' interests with Company and business unit performance, business strategies, and growth in shareholder value. The Committee is further responsible for administering our compensation plans in a manner consistent with these objectives. In this process, the Committee evaluates information provided by Meridian, its independent compensation consultant, and our CEO, as discussed below. The Committee reviews the mix and level of compensation by component individually and in the aggregate. The Committee, using tally sheets and accumulated wealth summaries (as discussed later in the CD&A) also reviews current and previously awarded but unvested compensation.

61 FirstEneri:iv Corp. 2016 Proxy Statement Tabl e of Content s With re s p ec t to o ur C E O's compen sa tion , the C ommittee al so a nnu a ll y:

• Re v iew s , determine s, a nd r e commend s to th e Board y our C omp a n y's g o a ls a nd obj ec ti ves with resp e ct to C E O compensation

and

• Makes compen s ation recommend a tion s to your Bo a rd for its approval b a sed upon the C E O's p e rformance ev a luation , competiti v e c omp e n sa tion b e nchm a rkin g dat a (provided by Meridian), a nd desire to retain the CEO. C onsul t an t As noted abov e, the Committee employed Meridian , who reported directly to the Committee.

The Committee obtained and con s idered repr ese nt a ti o n s from M e ridian th a t they w er e indep e ndent c on s ult a nts a nd th e r e wer e no c onfli c t s of inter es t. In th e repr e sentation s pro v ided to the C ommittee , Meridian affirmed the following:

• Meridi a n (in c luding its affiliate s) does not pro v ide other consulting services to your Company. Meridian's services are limited to providin g advice and information solely on e x ecutive and director compensation and related corporate governance matters;

• The amount of fees paid by your Company during the 12-month period ending on December 3 1, 2015, represents less than 1 percent of Meridian's total annual revenues for calendar year 2015;

• Meridi a n maintains a Code of Business Conduct and Ethics Policy and Insider Trading and Stock Ownership Policy designed to prevent conflicts of interest.

Annually , each partner and employee of Meridian is required to certify his or her compliance with each of the foregoing policies;

• No Meridian partner or employee who serves the Committee has any business or personal relationship with any member of the Committee or executive officer of your Company. Meridian policies expressly prohibit a Meridian partner or employee from serving the Committee if su ch r e l a tion s hips exist; and

• No Meridian partner or employee who serves the Committee or any immediate family member of such partner , consultant or employee owns any shares of stock of your* company. Meridian policies expressly prohibit such share ownership. Consistent with NYSE rules , the Committee has the sole authority to retain and dismiss the consultant and to approve the consultant's fees. M e ridian pro v ido s ud v i o o , ind 11 p e n dent of m a n a g m nt , t o t h e Co mmitt ee with r e spect to executive and director compensation and general corporate governance matters. The Committee relies on Meridian's expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In 2015 , the Committee met with Meridian without management, including the CEO, present in an executive se s sion after each regularly scheduled Committee meeting. The Committee engages the consultant to provide an annual review of executive compensation practices of companies in our peer group , including a benchmarking analysis of base salary and short-and long-term incentive targets of the companies with which we compete for executive talent. In addition, the Committee may, from time to time, request advice from Mt:riuian c oncerning the design , communication , und implementation of our incentive compensation plans ancl other programs. The services provided by Meridian to the Committee in 2015 and as of the date of this proxy statement in 2016 include:

• Reviewing our compensation philosophy, including the alignment of our executive compensation practices with our compensation philosophy and assessing potential changes to address trends in market practice and shareholder expectations;

• Benchmarking and analysis of competitive compensation practices for executives and directors within our industry and peer group;

• Reviewing the description of our executive compensation practices in our annual proxy statement in light of SEC requirements and apprising the Committee of its recommendations and nec e ssary changes; 62 F i rstEner!lv Corp. 2016 Proxy Statement Table of Contents 4 Cor"lper 1icn

• Reviewing share owner s hip guidelines

• Reviewing L TIP plan design;

• Reviewing CIC benefits to ensure alignment with our compensation philosophy and competitive practice;

• Calculating quarterly TSR relative to the companies in the EEi Index described in the "Perfonnance Share" section of this proxy statement.

This group of companies is used to measure our perfonnance over a three-year performance cycle for the performance share component of the L TIP only. There is only one outstanding cycle of performance s hares , the 2014-2016 cycle; and

• Informing the Committee of legislative and regulatory change s, market trend s, and current issues with respect to executive compensation.

Benchmarking The Committee uses competitive benchmarking data to evaluate compensation practices and develop compensation recommendations for each of the NEOs. With the exception of annual merger and acquisition activity, our utility peer group has remained consistent and generally unchanged over the last 10 years. The general industry peer group was originally established in July 20 I 0 in anticipation of our merger with A YE and consisted of 77 companies. The decision to include general industry companies was driven by several factors: I) Our Company's increased revenue scope after the completion of the merger with A YE leading to our position as the second largest utility in the utility peer group at that time; 2) The competitive nature of our business;

3) The industries in which we compete for talent; and 4) To align the peer group uti li zed for executive compensation with the peer group used for benchmark i ng broad-based benefits.

We included companies with revenues between $8 and $30 billion (a range of approximately 0.5 to 2.0 times our revenue) that our Company competes wi t h fu r talent and e x cluded companies and indust r ies who s e c ompensation 01 bu s iness models v astly diffe r from utilitie s , su c h a s financial services, health care, retail, franchise, media, and companies that are internationally headquartered.

Also, a few select companies outside of the revenue scope were included based on their close geographic proximity to our Company. Between July 20 I 0 and 2013, some of our general industry peer group companies were removed due to merger and acquisition activity.

In 2013, ba s ed on Meridian's detailed r e view and recommendations to the Committee , we removed twenty general industry companies that were outside our revenue scope range or were no longer publicly traded. The Committee replaced these general industry peer companies with six publicly traded companies that fall within $8 to $30 billion in annual revenue, positioning our Company at approximately the 50th percentile of the general industry peer group consisting of 57 companies for fiscal 2015. In February 2015, at the Committee's request and consistent with past practices , Meridian accumulated benchmark compensation data from our peer group, an equally weighted blend of 21 U.S.-based publicly traded utility companies and 57 U.S.-based publicly traded general industry companies. Although there were no changes to the blended peer group for our competitive benchmarking analysis for fiscal year 2015 compensation, some of our peer companies were involved in merger/acquisition activity i n 63 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 2015. Integrys Energy Group, SAIC , Inc. and TRW Automotive were r e moved from our blended peer group due to acquisitions in 2015 and will no lon ge r be included in our competiti ve ben c hmarking a n a ly s i s beginning for fi s c a l y e a r 2016 comp e n s ation. Your Company has been and remains po s itioned at approximately the 50 th percentile of the blended peer group by revenue. The 50*h percentile annual re v enue o f the utility and general industry pe e r group s w e r e $11.4 billion and $17.1 billion , respectivel

y. The current utility and gener a l indu s try peer company lists , including th e change s made in 2015 , are included in Appendix A. Accumulated benchmark data was based on compensation levels as of January I , 2015. Meridian prepares a study for the Committee using AonHewitt' s Compen s ation Survey database , which uses s i z e-a dju s ted benchmark data and regression analysis to detennine market value s of compensation that relate more closely to our revenue size and complexity.

Regression analysis is used to develop a mathematical equation showing how certain variables are related. In regression terminology , the variable which is be i ng predicted by the mathematical equation is called the " dependent" variable. The variable or variables being used to predict the value of the dependent variable are called the "independent" variables.

For our Company's study , the dependent variable was compensation; either base salary, total cash compensation (base plus short-term incentives), or total direct compensation (total cash plus long-tenn incentives).

For the corporate level positions , the independent variable was fiscal 2015 projected revenue to predict the levels of compensation. AonHewitt's Compensation Survey database commonly uses what is called logarithmic transformations of the data for regression analy s is. Logarithms allow a vast range of data to be easily displayed, but more importantly , it minimizes the impact of extreme cases and "fit" the data better , thereby improving the quality of the prediction.

Also, a constant percent increase in revenue will not result in a constant percent increase in predicted compensation. Therefore , the statistical measures presented are based on logarithmic regression analysis. The Committee evaluated base salary , short-and Jong-term target incentive opportunities and total target compensation for each NEO against the 5Qth percentile compensation levels provided to similar executives at our peer companies. Based on the competitive data provided by the consultant and based on the approved changes to compensation from the Co mm ittee a n d Boa r d, tota l compensation for our NEO s, in the aggregate was approximately

3.9 percent

above the Blended Median in our competitive benchmarking analysis for fiscal year 2015. Compensation decisions made by the Committee regarding the individual components of compensation are considered in the aggregate and adjustments to the amounts of base salary, STIP, and LTIP incentive targets are made concurrently to achieve the target total compensation level. The percentage of total compensation allocated to each component in 2015 (base salary , STIP , and L TIP) is determ i ned by the Committee and consistent with the compensation mix used by the companies m our blended peer group , although our long-term Incentive mix i 100 p e t ent perfonnance-based. The 50th percentile of our blended peer group long-tenn incentive mix is 52 percent performance

-based and 48 percent based. The mix of compensation components is used to provide the NEOs with opportunities to earn compensation through a variety of vehicles , both fixed and perfonnance-based. The mix is designed to facilitate the retention of talented executives, recognize the achievement of short-term goals , reward long-term results, and align executive compensation with shareholder interests. As we noted in our "Guiding Principles" in the Executive Summary , we believe it is important to maintain consistency in our approach , including benchmarking as outlined above. Benchmarking provides a point of reference for measurement and is not intended to supplant our other analyses of internal pay equity , accumulated wealth, tally sheets, and the individual performance of the executive officers that we consider when making compensation decisions. 64 FirstEner!:lv Corp. 20 16 Pro x y Statement Table of Contents 4 Eie tuth'.P Ccr.'lper.

ion Given the ever-changing landsc a pe in our industry and our focus on a regulated growth strategy , the Committee , with the assistance of its independent compensation consultant , will be conducting a review of the utility and general industry peer group in 2016. The Committee will also review the use of AonHewitt's Compensation Survey database which uses size-adjusted benchmark data and regression analysi s. While the Committee has historically used the Blended Median in our competitive benchmarking analysis the Committee also looks at our utility peers' proxy data for the NEOs as a secondary benchmark and additional point of reference for measurement. Based on raw proxy data , even though your Company is near the 75 t h percentile of our utility peer group with respect to revenue size, Mr. Jones is currently positioned near the median of the CEOs in our utility peer group. Role of Executive Officers , including the CEO , in De t ermining Compensation The CEO typically makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other executives including those identified as " insiders" under Section 16 of the Exchange Act. The CEO possesses insight regarding individual perfonnance , degree of experience, future promotion potential, and our intentions in retaining particular senior executives. In all cases, the CEO's recommendations are presented to the Committee for review based on the competitive benchmarking data provided by Meridian. The Committee may , however , elect to modify or disregard the CEO's recommendations , and the Committee and Board are responsible for establishing the compensation of the NEOs and certain other senior executives.

In 2015, after review and discussion with the CEO, the Committee recommended and your Board approved increases to the base salaries of the NEOs. The Committee also recommended and your Board approved an increase to Ms. Vespoli's STIP target opportunity and to Ms. Vespoli, and Messrs. Pearson's, Lash's and Schneider's L TIP target opportunity to align better with the competitive Blended Median. No incentive compensation opportunity increases were provided to Mr. Alexander in 2015. Neither the CEO nor any other NEO makes recommendations for setting his or her own compensation. The recommendation of the CEO's compensation is determined in Committee meetings during an executive session with only Meridian and the Committee members present and presented to the independent members of your Board for approval.

The CEO, the other NEOs , and our other senior executives review and evaluate recommended revisions to our compensation programs , policies, and KPis for your Company. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to cons i der programs and policies, and create KPls that will engage and challenge employees and provide effective i ncentives to produce outstanding financial and operating results for your Company and our shareholders.

Additionally, these executives are the most appropriate individu a l to recommend KPI to the Committee a n d B oa r d fo r a pp rova l b a 6e d o n th e ir e xp e ri e n c e and kno w l dge o f o ur bu s ine 6s financial and operational objectives.

Tally Sheets and Accumulated Wealth In the first quarter of each year, the Committee is prov i ded with a comprehensive analysis and summary of all components of total compensation for th e NEO s , in c l udin g ba s s alary, h alth an d w !fa r b ne fit s , urr n t y ar STIP an d LTIP gran t s , earning s on defe rr ed compensa ti on, C om p any matching contributions to the FirstEnergy Corp. Savings Plan, financial and tax planning benefits, if applicable, limited personal use of your Company's aircraft, if applicable, and STIP and LTIP payouts (actual and projected, as appropriate) for the current year as well as under several tennination scenarios (i.e., voluntary resignation, retirement , involuntary separation , termination following a CIC, death, and termination for cause). The primary purpose of these tally sheets is to summarize the individual elements of each NEO's compensation and the estimated value of compensation that would be received by the NEO in the event of a tennination of employment to enable the Committee to determine whether total compensation provided to each NEO and potential termination payouts are appropriate.

65 FirstEneri;iv Corp. 2016 Proxy Statement Table of Contents 4 Canpe1 1ion The Committee also reviews a report that provides a historical summary of accumu lated wea lth for each NEO. The report s h ows gra nt ed and r ealized compensation by component:

base salary , STIP and L TIP payouts a nd unvested grants, r ealized values of exercised opt i ons , and the value of discretionary awards. B ased on its review of the tally sheets and s ummary of accumulated wealth r e p o rt , th e Committee determined that the total compensation pro vi ded (a nd , in the case of termination scenar i os , the potential payouts) is ap p ropriate an d consistent wit h our compensatio n philosophy.

Accordingly , in 2015, the Committee did n ot make any adjustments to our execut i ve compensation program s in light of the r eview of these reports. Compensation Mix OurNEOs' total compensat i o n pa ckage i s compr i sed of the following elements:

• Ba se sa l ary: The b ase sa lar y repr ese nts a fixed element of cash compensation pa ya bl e throughout the year;

• STJP: The 2015 STIP co mponent of compensation i s complet e ly at-risk , with p ay out of cash ba se d entirely on Company performance. The KPis me as ured under the 2015 STIP focus on Safety, Op era ting EPS, a nd a ddition a l bu s ine ss-unit s p ecific goals related to operationa l reliability and efficiency , controlling operating and maintenance costs , and environmental responsibility.

These awards are designed to reward the ac hi eveme nt of current corporate and business-unit objectives. The STIP awards are prorated based upon employm e nt serv ice during the calendar year. The STIP KPis are de sc ribed in more detail below;

• LTIP: The 2015 L TIP component of compensation is completely at-risk and consists of perfonnance

-adjusted RS Us that are designed to r ewa rd the achievement of longer-term goals. We award a portion of our performance-adjusted RSU s in stock (2/3) and a portion in cash (1/3). Performanc e-adju ste d RSU s are earned b ase d on the ac hievement of KPis with a minimum pa yo ut of zero percent a nd a maximum payout of 200 percent of targ e t based on performance results at the end of the three-year performance cycle. The KPis are Safety , Cap it al Effective n ess Index , a non-GAAP financial measure , and Fund s from Operations (later referred to as FFO) to Adjusted Debt Index , also a non-GAAP financial me as ure; see the section b e low titled " RS U Ind ex Perform a nce Measures" for more inform a tion reg ar ding the se KPi s. Capital Effectiveness Index and FFO to Adjusted Debt Index are not utiliz e d in any other incenti ve calculation , includin g the STIP. The L TIP awards are prorated b ase d upon employment serv ice during the applicable three-year cycle for performance

-adjusted RSUs;

• R e tir e mPn/ h e n e,fi t s and limit ed pe r quisites;

• S eve ran ce and CIC benefits; and

• Dis c retionary award s: The Company may grant awards from time to time for purposes of recruitment , retention , and s pecial recognition.

With the tran s ition to your new CEO at the beginnin g of 2015, your Compan y believed it was critica l that Mr. Jones' executive team r emain in place to maintain bu siness continuity and ensure that the business strategy initiatives outlined in 2015 were led b y experienced executives.

As a result , in August 2015 , Messrs. Pearson and Lash each received a one-time performance-based award to incentivize them to remain with your organization and drive the achievement of th e Cas h Flow Improvement Project goals for fiscal years 2016 an d 2017. Neither award has additional upward potential , but each award ha s a p erfo nn a nce hurdle that mu s t be ach i eved for the award to potentially vest. As previously discu sse d , the Cash Flow Impro ve m e nt Project was one of several important steps in 2015 intended to impro ve certain financial metrics. This initiative set a goal to capture meaningful and sustainable 66 Corp. 2016 Proxy Statement Table of Contents 4 EXt!CutJ,*-t< CcMper-w.1lcn savings opportunities and process improvements across your Company. Furthennore, Cash Flow Improvement Project results are expected to h ave a direct impact on two of our L TIP perfonnance metrics, FFO to Adjusted Debt Index and Capital Effectiveness Index, which are aligned to create meaningful financial and shareholder va lue. Mr. Pearson's one-t ime award is designed to incent him in leading efforts to capture sustainab l e overa ll corporate improvements annually by 2017. Mr. Lash leads the generation busine ss and certain savings from the Cash Flow Improvement Project are intended to help de-risk this business.

On August 10, 2015, Mr. Pearson was granted a performance-based restricted stock grant of 30,000 common shares of the Company (later referred to as Mr. Pearson's Award). Mr. Pearson's A ward is subject to the achievement of $240 million enterprise-wide cash flow improvements b y December 31 , 2017 , as detennined through the Cash Flow Improvement Project. If the perfonnance goal is achieved by December 31 , 2017, then Mr. Pearson's Award becomes entirely service-based thereafter , and requires Mr. Pearson's continued employment with yo ur Company until October 30, 2019. If the perfonnance goal is not achieved, or if Mr. Pearson does not remain employed with your Company until October 30, 2019, other than in the case of death, disability or an involuntary separat ion from your Company, Mr. Pearson will forfeit his Award in its entirety.

On August I 0, 2015, Mr. Lash was awarded a perfonnance-based cash award in the amount of $580 , 000 (later referred to as Mr. Lash's Award), which is equal to Mr. Lash's annual b ase salary. Mr. Lash's continued leadership of our generation business remains critical to your Company. Mr. Lash's Award is subject to the achievement of $73 million in FE Generation cash flow improvements through December 31, 2016, as detennined through the Cash Flow Impro veme nt Project. If the perfonnance goal is achieved by Decemb er 31 , 2016, then Mr. Lash's Award becomes entirely service-based thereafter, and requires Mr. Lash's continued employment with your Company until July I , 2017. If th e perfonnance goal is not achieved or if Mr. Lash does not remain employed with the Company until July I, 2017 , other than in the case of d eat h , disability or an involuntary se paration from your Company, Mr. Lash will forfeit his Award in its entirety.

All cash flow improvements must be s ustainable and directly related to the initiatives identified through the Cash Flow Improvement Project. Achievement of the goals will be detennined by a Cash Flow Improvement Project tracking t ea m and certified b y the Committee at the end of 2016 for Mr. Lash and the end of 2017 for Mr. Pearson. See the SCT for more details on Mr. Pearson's award. We review our compensation philosophy annually to ensure it continues to align with our goals and shareholder interests, as reflected in the results of our annual advisory vote on NEO compensation and our ongoing shareholder outreach efforts, and offers competitive levels of compensation.

We also evaluate the vehicles we utilize to deliver compensation, including the percentage of compensation provided through perfonnance-based comp onen t s a1 d th effoot i v onoas o f ou r o mp n atin n desi g n and programs in the achievement of our business objectives.

Additionally, we annually review and establish the K.Pls tied to the perfonnance

-based components of compensation to support achievement of the strategic business objectives established in support of our vision. We believe that shareholder value is impacted not only by financial measures but also by operational measure s. Under our compensation design , the per ce nt ag or pay that is ba sed on performance in c r e ases as executives' responsibilities increase. Thus , executives with greater responsibilities for the achievement of corporate perfonnance targets are impacted more negatively if th ose goals arc not achieved, and co nv e r se ly receive a greater reward if those goals are met or exceeded.

All of the 2015 financial and operational K.Pls for our NE Os are described below. The compensation plan changes discussed in the Executive Summary of this CD&A are reflected in the 2015 executive compensation program and create a pay mix that is sign ificantl y perfonnance-based for all NEOs. The following chart highlights the 2015 target pay opportunity mix for Mr. Jones , which other than base salary , is 67 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents entirely performance-based.

Consistent wit h our com p e n sa tion phil osophy and weighting on performance-based c omponents , a lar ge p o rti on of Mr. Jones' compensation is comprised of perfonnance-adjusted RSUs. This reflects our commitment to a li gn CEO pay with Company objec ti ves and increase s h areho ld er va lu e. The following chart represents the target an nu al compensation opportunity mix provided t o our CEO under our compensation plans in 2015: 2015 ClO C.ompensa t on Opportun ity M

• P\i.-1tl'4'1,,111C r"..ti11 Sl1;1t tPMDrM3nce

, ilSCSJl3r" 3Joi, l"1i-*t1:r1*ttillt*

B;u<<ll H1X. Pc-ricfrni\ncc Pond In C;.;.h l!Je-"iorl"'\l;nt-e*

8,u,t11,J.C.,_

The following chart repre sents the target a nnu a l compensation opportunity mix pro vi ded to our NEOs, other than our CEO and Mr. Alexander , in the aggregate, under our a nnu a l compensation plan s in 2015: 20 1 5 I ot her (E.x e p t Mr. A l :1tan d er) Compensat i on O p po rtuni ty Mi x HSUs Paid n tPerform;:mce-R,.*dl, Pffic;-m&ice MiuSted RSUs Ba ), 19'"1 SllP 11.m<f), 19% The following chart illustr a tes th e tot a l target compensation mix , by percentage , for each of our N bus , other tha11 Mt. Al x andcr , under our a nn m l compensation plans in 2015: 100% 90% 70" W)h S0% 40% 10)1, 20% 10% 0% STIP T ota l Target Compensat i on Mix 18% Schnt>idP r P er l orma ice Ad J \led RSU' (C...*h)

• Porfcrrr 1 n<* Adju\trd RSU* lStocok) 68 FirstEner!1Y Corp. 2016 Pro xy Statement Table of Contents Total Compensation Opportunity at Target The fo ll owing table r epresents the total target compensation opportunities provided to our NEOs through their b ase sa l aries a nd under our STIP and L TIP in 20 15. Mr. A l exan d er's opportu n ity reflects hi s b ase sa l ary until his departure o n April 30, 2015 and the STIP and L TIP awa rd s have been pro-rated b ased on his service through suc h date. Each NEO's total compe n sation opportunity represents target amounts that may b e earned over one-and t hr ee-year perfonnance cyc le s. The STIP target represents the target opportunity that an NEO would ea rn if target perfonnance was achieved during the 2015 plan year. Similarly , the LTIP target for perfonnance shares and performance-adjusted RS Us represents that target o pp ortunity that an NEO would earn if target performance was achieved over the three-year p erformance cycle be gin ning on January 1 , 2015. Fo r purposes of this illu stra ti on , L TIP t a rget amounts are based on the target o pp o rtunity percentage of b ase sa lary. Ac tual amounts earned by each NEO under the STIP may be adjusted downward to zero p ercent or upward to 150 percent of target opportunities for strong corporate p erfon nan ce. Similarly, actua l amounts earned b y eac h NEO under the L TIP m ay be a dju sted do w n ward to zero p erce nt or upward to 200 percent of tar ge t opportunities for stro n g corporate p e rforman ce. Charles E. Jones James F. Pe arso n Anthony J. Alexander Leila L. Vespoli Jame s H. La s h Donald R. Schneide r Realized Compensation Base Salary $1,100,000

$635,000 $446 , 677 $730,000 $580,000 $535 , 000 STIP Target $1,265,000

$571 , 500 $572 , 712 $620 , 500 $406,000

$374,500 LTIP Targets Performance-Performance-Total Adjusted Adjusted Compensation RSUs-Paid RSUs -Paid in Opportunity at in Stock Cash Target $4,015 , 000 $1,980,000

$8,360,000

$1,352 , 550 $679,450 $3,238,500

$286,599 $140,680 $1 , 446 , 668 $1,241,000

$620,500 $3,212,000

$713,400 $359,600 $2,059,000

$658,050 $331 , 700 $1 ,8 99 , 250 We pro v ide this alternative view of compensation paid to the NEOs as a supplement to, not as a s ubstitute for , the SCT , because this realized compensation view illustrates the actual compensation earned or received by our NEO s in 2015 under our STIP and the 2013-2015 cycles of our L TIP In 01 our NE O s were ge nerall paid above tar g et under our STIP , at the minimum for the Performance Shares under our L TIP , and at stretch for the Performance-Adjusted RSUs under our LTIP. The LTIP payouts in 2015 are based on perfonnance durmg 2 01 through 01 . he table below summarizes realized compensation in 2015 for our NEOs: Performance-STIP Performance Adjusted (Earned In Sha re s RS Us 2015 , Paid in (Earned in 2015, (Earned in 2015 , Total Salary 2016) Pa id in 2016) Paid in 2016) Compensation Charles E. Jones $1 , 118 , 558 $1,807,812

$94 ,6 29 $1,217,702

$4 , 238 ,7 01 James F. Pearson $636 , 154 $793 , 174 $65,629 $844,474 $2,339,431 Anthony J. Alexander

$510 , 231 $818,464 $437,559 $5,287,871

$7,054, 125 Leila L. Vespoli $752 , 789 $860,125 $98,905 $1 , 292,974 $3 , 004 , 793 James H. Lash $599,176 $535,434 $72,082 $928,860 $2 , 135 , 552 D ona ld R. Schneider

$5 52 , 404 $518 , 4 88 $68 , 151 $878,22 9 $2 , 017,272 69 Corp. 2016 Pro xy Sta tement Table of Contents 4 Cur.;per 1ian On March I, 2015, Mr. Jones and Ms. Vespoli each received approximately 39,068 shares (including dividends of re i nvested stock) related to the vesting of previously made restricted stock awards. The restricted stock grants were awarded to Mr. Jones and Ms. Vespoli in 2005 as a retention incentive. In addition, in connection with the Mr. Alexander's employment agreement entered into in March 2012 (later referred to as the Alexander Agreement) and his conclusion of service to your Company, approximately 116,007 shares (including dividends) of a restricted stock award vested. The restricted stock awards are not reflected in the charts above or below. The following chart represents our CEO's realized compensation by component:

base salary, STIP, and L TIP for the past three years. The data for 2013 and 2014 is for Mr. Alexander, while the data for 2015 is for Mr. Jones. $9,000 , 0 00 $8,000 , 000 $7 , 000 ,000 $6 , 000, 000 $5 , 000 ,000 $'1 , 000,0 00 $3 , 000 ,000 $2.000,000 $1 , 000 ,000 $0 C E O Rea l i zed C o m p e nsation S7,818,27 1 $7,383,926

$4 ,238, 701 2 0 13 2 0 14 2015 (Alexande r) (Alexander) (Jo es) Base Salary (Cash)

• S TIP (Cash) *P e ormance S t u ir es (Ca$hl

• Perform ance-Adjus t ed R5U> (Stock)

Base Salary The NEOs are each paid a base salary to provide a fixed amount of cash compensation.

Competitive data is used as the fo und ation for setting compensation levels and in determining any base salary adjustment.

Consideration is given to indi vidua l performance and experience , historical compensation adjustments, and the tenure of the NEO. The Committee and your Board annually review the CEO's base salary. The CEO, the Committee , and your Board annually review each of the other NEO's base salaries.

Meridian provides the Committee with the competitive benchmarking data at the Blended Median for each NEO's position in January of each year. Following that review , and the Committee's recommendation, your Board approved increases to base salaries effective March 1 , 2015 as follows: Mr. Jones from $625,000 to $1 , I 00 , 000; Mr. Pearson -from $525,000 to $635 , 000; Ms. Vespoli from $705 , 000 to $730 , 000; Mr. Lash from $565 , 000 to $580,000; and Mr. Schneider from $520 , 000 to $535,000.

No compensation adjustments were provided to Mr. Alexander in connection with his appointment to Executive Chairman. The 2015 base salary compensation adjustments in the aggregate for our NEOs, excluding Mr. Alexander , were slightly above the 50th percentile at 102.5 percent of the Blended Median consistent with our compensation philosophy.

While the competitive data is used as a foundation for setting 70 I Corp. 2016 Pro xy Statemen t Table of Contents 4 Ext!cufo*

Cor'lper .w.11cn compensation le vels, consideration in determining the base sa l ary adjustmen t s was given to indi vidual performance and experience, historical compensation adj ustm ents and the tenure of the NEO. The increases for Mr. Jones and Mr. Pearson were designed to move their base salaries toward the Blended Median of the competitive base salary data. Incentive Compensation Programs Shareholders approved the 2015 Incentive Plan at the 2015 annual meeting. Similar to the 2007 Incentive Plan in many respects, the purp ose of the 2015 Incenti ve Plan is to promote the success of your Company by providing in centives to certain employees and directors that will link their personal interests to the long-t erm financial success of your Company and to increase shareholder va lu e, providing for various types of awards including, a mong other things, equity and equity-based awards and cash-based awards. STIP The STIP provides annual cash awards to executives whose contributions support the achievement of your Company's identified financial and operational KPis. STIP awards are cash awards pursuant to the tenns and conditions of our 2007 Incentive Plan. The STIP KPis are developed in accordance with the performance measures identified in the 2007 Incentive Plan which was approved by shareholders.

The STIP supports our compensation philosophy by linking KPis to business strategy and objectives.

As such, executive awards are directly connected to KPis associated with Company and business unit success. Future STIP awards will be granted under the 2015 Incentive Plan. The Committee administers the STIP with respect to the NEOs and annually reviews their STIP target opportunity levels , which are expressed as a percentage of base salary. In February of each year, the Committee reviews and ba se d on competitive market data recommends to your Board STIP target opportunity levels for our NEOs. The STIP opportunity levels are set at or near the Blended Median target opportunity of our peer group. NEOs have the potential to ach i eve STIP payouts above the target opportunity for strong corporate performance.

However , the STIP p ayout will be zero if Company performance is below threshold.

As an executive's responsibility increases, a greater percentage of hi s or her annual incentive is linked to our Company's financial performance, rather than operational business unit perfonnance.

Executives, including the NEOs, are eva l uated based on KPis applicable to your Company and their responsibilities within our organization.

In 2015, we maintained the overall STIP design changes we made in 2014. Operating EPS continues to be the only Company-wide financial p rfonn an m asur in th STIP to h e lp in c r ea e th e fo c us thro11gho11t yom Com pany. The weighting for Operating EPS at maximum is 150 percent , the same as the maximum weighting for operational goals. A pool of funds available for the STIP payout is based upon the Operating EPS result (after accounting for the cost of the STIP payout) as follows: Operating EPS(1) Achievement Level Less than $2.40 $2.40 -$2.44 $2.45 -$2.49 $2.50 -$2.54 $2.55 -$2.59 $2.60 or greater STIP Pool of Funds No STIP payout Up to $80 million $100 million $115 million $130 million No Pool Limit; Paid as Earned (1) Operating EPS i s a non-GAAP financial measure. A description of the method of calculating Operating EPS is provided on page 58. 71 Corp. 2016 Proxy Statement Table of Contents 4 E xec:uta*t CCMper Ian The STIP p oo l of fund s is always a fixed va lu e and ap plie s to all of our e mpl oyees in the aggregate a nd not jus t NEOs. If the ac hie ve m e nt l eve l results in a pool of funds that is less th a n the STIP pool of funds avai l ab l e , as ou tlin ed in the scale provided above , then the pool of funds i s reduced to the le v el to pay the STIP as earned and not int erpolated or rounded up. If the STIP pool of funds available, determined in accordance with th e sca l e provided a bo ve, i s not sufficient to pay the full STIP as earned, the o p erat ion a l KPl s , exc ludin g Safety , are reduced as follows: I) For operat i onal KPis meet i ng threshold but less than target, the payout amount is reduced to meet the funding level i de ntified above. T h e maximum reduction for these KPls is 25 percent; h owever , ifthe reduction is not sufficient to reduce the t ota l STIP p ayout to equal the available pool of funds; then , 2) For operational KPi s at or above target , the p ayout is reduced to meet the funding le ve l id entified a b ove. The m ax imum r eduction for these KPls is I 0 p erce nt; however , if this reduction is not suffic i ent to reduce the total STIP p ayout to equa l the ava il ab l e pool of fund s; then , 3) A uniform proration is a ppli ed to the operational KPis earned und e r the STIP , excluding Safety , to an a mount equal to the available pool of fund s. As pre vio usly disclosed , effective w ith hi s prom ot i on to Pre s id e nt and CEO , Mr. Jones was provided a STIP target incre ase from 70 percent to 115 perc e nt of base salary. In February 2015 , the Committee re v i ewe d the market data and at the Committee's recommendation , yo ur Board approved a n in c r ease to M s. Vespoli's STIP target from 80 percent to 85 perc e nt of h er b ase s a lary effective January 1 , 2015, in order to better align M s. Vespoli's target with the Blend e d Median opportunity for th e first hi g he st paid executive, other than the CEO and CFO , wi thin our peer group. Your Board did not make any changes to the STIP target incentive opportunities for any other NEO in 2015. The STIP target opportunity for the remaining NEOs are as follows: Mr. Alexander at 130 percent , Mr. Pe ars on at 90 percent , Mr. Lash at 70 percent , and Mr. Schneider at 70 percent , each of which i s at or near the Bl en d e d Median for their re s p ective po s itions. Also, Mr. Alexander's STIP p ayo ut for 2015 was prorat e d based on hi s serv ice as Executive Chairman.

As described in more detail in the section titled "2015 KPI Weightings" be l ow, the NEOs may earn payments that are below their target opportunities for levels of achievement that are b e low the target perfonnance goals, but exceed thre s hold perfonnance goals, as well as payment s that are higher than their target opportuniti es for le ve ls of ac hi eve ment that exceed the target performance goals. The Committee may u se negative discretion to make downward adjustments to amounts paid to the NEOs, either individually or collectively, under the STIP. The Committee may not , however , make upward adjustments that would result in p ay ments that a re higher than those the Committee had originally approved.

Based upon the 2015 yea r-end Operatin g EPS result of $2.7 1 , which is a non-GAAP measure , the pool of fund s available for the STIP payout was approx ima tely $1 70 m illion. Sim: e the pool o f funds avai l ab l e was s ufli ci nt to pa th full S TIP a rn d, th S TIP pay o ut wa s n ot roduood. Tho average payout for the NEOs , excluding Mr. Alexander, was 13 8 percent of target. 72 I Corp. 2016 Proxy Statement Table of Contents 2015 KPI Weightings The weightings of financial and operational KPls are determined by the Committee and approved by your Board at the February meeting each year. The weightings for each NEO are specifically determined to correspond to the responsibility of each NEO for the particular KPls based on his or her role within the organization.

As previously disclosed , the STIP is designed to focus on driving Operating EPS perfonnance.

The range for the total STIP award is from 50 percent of target for perfonnance at threshold to 150 percent of target for performance at maximum. In 2015, the KPI weightings for the NEOs were: Jones Pearson Alexander Vespoli Lash Schneider Financial Target -Operating EPSCI) Safety/Operational Targets Safety (2) Operational Linkage (3) CES Commodity Margin(4)

FEU Safety(2) Transmission

& Distribution Reliability Index(5) FEU/FET Operating Eamings(6)

FEG Operations and Maintenance

(?) FES Operations and Maintenance(8)

INPO Index(9) Nuclear Safety (2) Fossil Safety(2) 80% 20% 10% 10% 70% 80% 70% 30% 20% 30% 10% 10% 10% 20% 10% 10% 10% (I) Operating EPS is a non-GAAP financial measure. A description of the method of calculating Operating EPS is provided on page 58. 60% 40% 15% 10% 5% 5% 5% (2) Performance as measured by the Occupational Safety and Health Administration (later referred to as OSHA) Incident Rate; for FEU, see note (6) below. 60% 40% 10% 20% 10% (3) Seven key operating metrics: CES Commodity Margin , a non-GAAP financial measure (see note (4) below); FEU/FET Operating Earnings , a non-GAAP financial measure (see note (6) below); System Average Interruption Duration Index (later referred to as SAIDI); Transmission Outage Frequency (later referred to as TOF); Peak Period Base and Intermediate Load Equivalent Availability, whe r e peak periods are assumed to be January-February and May-September (later referred to as EA); the Institute of Nuclear Power Operations (later referred to as fNPO) Index; and Environmental Excursions.

Metrics are measured by points awarded for attaining a specified level of performance for each component ba se d on annual performance.

All components are weighted equally. (4) CES Commodity Margin is a non-GAAP financial measure. For KP! purposes, CES Commodity Margin reflects the net of total CES sales and revenues l ess tota l CES variable costs, including Fossil/Nuclear Fuel , Purchased Power , Delivery/Regional Transmission Organization (RTO), Capacity and other Non-MWh based variable expenses excluding the impact of certain special items, which for 2015 included plant deactivation costs and merger accounting-commodity contracts.

CES refers to your Company's Competitive Energy Services reportable segment. (5) Measured by points awarded for attaining a specified level of performance for transmission and distribution reliability based on year-to-date performance.

The two measures are SAIDI and TOF. The components are weighted equally. (6) FEU/FET Operating Earnings i s a non-GAA P financia l measure. FEU/FET is used here to refer to your Company's Regulated Distribution and Regulated Transmission reportable segments.

For KPI purposes , the aggregate net income of those reporting segments is adjusted for the impact of certain special items, which for 2015 included pension and OPEB mark-to-market adjustments, regulatory charges and trust securities impairment.

(7) This metric measures FEG controllable costs of Labor and Other-than-Labor based upon budgeted Operating EPS guidance.

The term "FEG" refers collectively to FirstEnerg y Generation, LLC , Allegheny Energy Supply Company, LLC , FirstEnergy Nuclear Operating Company , Bay Shore Power Company, Warrenton River Terminal, Ltd., Allegheny Pitt sb urgh Coal Company , Green Valley Hydro , LLC , and GPU Nuclear, Inc. (8) This metric measures FES controllable costs of Labor and Other-than-Labor based upon budgeted Operating EPS guidance.

The term "FES" means FirstEnergy Solutions Corp. 73 Corp. 2016 Proxy Statement Table of Contents 4 E xetut11*f' Conper.>.:1ion (9) Performance indicator s u se d by INPO including unit capability factor, forced l oss rat e, forced loss event, unplanned manual and automatic scrams, safety sys tem performance, collective radiation exposure, chemistry effectiveness indicator, loss of s hutd ow n coo ling or decay heat removal events , fuel sustainability, a nd total indu s tri a l safety accident ra t e. Financial Measures Financial performance is the most heavily weighted measure in detennining STIP payouts for our NEOs as illustr ated in the table above. The Committee se lected Company-wide Operating EPS as the only financial KPI for 2015 b ecause it impacts share hold er value and aligns executive compensation with shareholder interests. Operating EPS is used as a measure because increases in Operating EPS indicate growth of the bu siness and a corresponding increase in the va lu e of our shareholders' investment.

Additionally, Operating EPS provid es a consistent and comparable measure of performance of your Company's business to help shareholders understand performance trends. Operating EPS excludes special items as described in note (I) above and is a non-GAAP financial measure. The use of only one financial KPI also increases the focus broadly throughout your Company on Operating EPS and eliminates the potential for overlapping goals betw een the STIP and L TIP. Safety Safety performance for your Company and each business unit is measured b y the OSHA i ncident rate and is a KPI for all of our employees.

Safety is a core value and is tied to our STIP and L TIP because of its importance and potential to impact our employees and other stakeholders, as described below in the section titled "RSU Index Performance Measures." The Safety KPI tracks the number of OSHA reportable incidents in 2015 per 100 employees. Performance at maximum level is established at top-decile performance based on the 2013 EEI Health & Safety Survey. Corporate and Business Un it Safety performance at target is established at the midpoint of the top-quartile perfonnance based on the EEI 2013 Health & Safety Survey a nd the 2014 KPI target. Threshold is the equivalent of the industry average OSHA rate for all EEI companies participating in the s urve y that are relevant to each of our business units. In the event of a fatality (other than certain no-fault fatalities) of an emp l oyee within the business unit of an NEO , neither the NEO nor the CEO will be paid a Safety award for the applicable yea r regardless of the OSHA incident rate. Operational Measures Operat i ona l Linkage is based on the seve n key operating metrics referred to in note (3) in the table above and each component is weighted equally. Peak period base and intermediate load equivalent availab ili ty refers to the amount of supercritical fossil generation that was not available from January through February and May through September versus the amount of time a generation unit was requested to be operating. The nvironrnenta l e c ur s ion s KPT m eas ures fossil and nuclear environmental issues , related to air emissions , water dischar g es, and unauthorized releases.

Other operational KPis include CES Commodity Margin (see note (4) in the table above), FEU/FET Operating earnings (see note (6) in the table above), FEG and FES Operations and Maintenance (see notes (7) and (8) in the table above). To continue to meet reliability standards, the Transmission

& Distribution (later referred to as T&D) Reliability Index was first established in 2010. The T&D Reliability Index includes the average total duration of distribution outage minutes (SAIDI) and average number of tra n smission outages (TOF). The INPO Index measures nuclear performance based on twelve nuclear p e rformance indicators as designated b y INPO. Threshold , target , and maximum levels are established for KPis based on earnings growth aspirations and achieving continuous improvement in operational perfonnance.

STIP awards are not paid if threshold Operating EPS performance is not achieved.

Awards for specific goals are not paid unless threshold performance is 74 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents achieved.

Maximum perfonnance levels are designed to encourage stro ng corporate perfonnance. In 2015, the threshold, target , maximum , and actual KPI results for the NEOs were: Threshold Target Stretch Actual Result Result Financial Operating EPSO l $2.40 $2.55 $2.70 $2.71 Exceeds Stretch Safety/Operat ional Safety 1.48 0.96 0.64 0.83 Meets Target Operational Linkage 3.50 7.00 9.45 7.43 Meets Target CES Commodity Margin (2) $2,016 $2,123 $2 , 229 $2 , 138 Meets Target FEU Safety 1.93 1.35 0.71 I. 13 Meets Target T&D Reliability Index 1.00 2.00 2.70 2.80 Exceeds Stretch FEU/FET Operating Eamings<Jl

$1,000 $1 , 042 $1,085 $1,066 Meets Target ($millions)

FEG Operations and Maintenance

$1 , 052 $1,002 $951 $996 Meets Target FES Operations and Maintenance

$64 $61 $58 $47 Exceeds Stretch INPO Index 84.4 86.9 89.4 88.1 Meets Target Nuclear Safety 0.22 0.18 0.06 0.17 Meets Target Fossil Safety 1.36 0.66 0.52 0.99 Meets Threshold ( 1) Operating EPS is a non-GA AP financial measure. A description of the method of calculating Operating EPS is provided on page 58 above. (2) CES Commodity Margin is a non-GAAP financial measure. A description of the method of calculating CES Commod ity Margin is provided on pag e 73. (3) FEU/FET Operating Earnings is a non-GAAP financial measure. A description of the method of calculating FEU/FET Operating Earnings is provided on pa ge 73 above. In February 2016, based on actual 2015 KPI results, the Committee recommended and the i ndependent members of yo ur Board approved the following 2015 STIP award payouts for the NEOs as presented in the table below: 20'15 STIP Target 2015 STIP Actual Payout as a % of Award Award Target Charles E. Jones $1,265,000

$1,807,812 143% James F. Pearson $57 1 , 500 $793,174 139% Anthony J. Alexan der $572,712 $8 1 8,464 143% Leila L. Vespo li $620,500 $860,125 139% James H. Lash $406,000 $535,434 132% Donald R. Schneider

$374,500 $518,488 138% As discussed previously , based on the 2015 year-end Operating EPS of $2.7 1 , the pool of funds for the STIP payout was approximate ly $170 million. In aggregate, the average payout for the NEOs, excluding Mr. Alexander, was 138 percent of their target awards. The maximum potential payout was 150 percent of target. LTIP As disclo sed previously, your Company redesigned the L TIP in 2015 so that an executive's L TIP opportunity is comprised solely of adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cas h. Both 75 I FirstEner!lv Corp, 2016 Proxy Statement Table of Contents 4 E ucuth't COMper 11cn the stock-based and cash-based RSU awards otherwise maintain the 2014 RSU design and performance measures, with a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year performance cycle. In 2015, under our L TIP, the Committee granted to our NEOs equity-based compensation in the form of performance-adjusted RSU s pursuant to our 2007 Incentive Plan. Future L TIP awards will be granted under the 2015 Incentive Plan. L TIP grants were designed to reward executives for the achievement of Company goals that are linked to increasing long-term shareholder value over a three-year period. The three-year performance cycle also encourages retention because awards are prorated or forfeited if an executive leaves or retires prior to the end of the performance period, as shown in the 2015 Post-Termination Compensat i on and Benefits table later in this proxy statement.

Typically, in February of each year , the Committee reviews and recommends L TIP target opportunity levels for our EOs to your Board, which are based on competitive market data. The L TIP targets are set at or near the Blended Median target opportunity of our peer group. NEOs have the potential to ac hie ve L TIP payouts above the target opportunity for strong corporate performance.

Target opportunities are expressed as a percentage of base sa lary and are determined by competitive benchmarking data , which accounts for the differences among the NEOs and from prior years. Effective with his promotion to President a nd CEO, Mr. Jones was provided a L TIP target increase from 71 percent to 180 percent of base salary , in respect of cash-based RSUs , and 143 percent to 365 percent of base salary, in respect of stock-based RS Us. Based on the Committee's review of the competitive market data and its recommendation, effective with the 2015 grant, your Board increased the L TIP target incentive for Mr. Pearson from 280 percent to 320 percent of base sa lary; Ms. Vespoli from 198 percent to 255 percent of ba se salary; and, Messrs. Lash and Schn e ider from 178 percent to 185 percent of base salary. The increases either aligned or moved the NEO targets toward the Blended Median opportunity of our peer group. No L TIP adjustments were made to Mr. Alexander's target incentive in 2015. As previously disclosed, in lieu of Mr. Alexander's customary LTIP grant for 2015, your Bo ard granted Mr. Alexander a mix of cash-based perfonnance-adjusted RSU (1/3) and stock-based performance-adjusted RSUs (2/3), representing a small fraction (I/18 th) of hi s customary LTIP award, which reflected the time he remained with your Company during the awards' perfonnance period. These awards remain entirely at risk (and subject to upward/downward adjustment or forfeiture) based on the achievement of the performance measures tracked over the applicable year period. When allocating total compensation for the NEOs, the largest proportion of total compensation was allocated to L TIP targets to ensure executive a nd s hareholder interests are aligned by linking payouts to KPis that directly impact long-term sha reholder value. Also, as described below , the L TIP is designed to encourage sustained performance levels. Additionally, because performance shares and RSUs are denominated in sha res of our co mmon st oc k , th e ir v a lu e r e fl ec t s c h a n g in our sto k pri , Furth r a ligning our NEOs' interests with the long-term interests of shareholders.

To emphasize stock ownership, 2/3 of the annual L TIP awards are granted in the form of performance-adjusted RS Us payable in stock. 76 FirstEner!:lv Corp. 2016 Proxy Statement Table of Co nt ents 4 E ll!CUth*f CcMper :lien RSU Index Performance Measures The RSU Index in our 2015 L TIP awards is comprised of the following three perfonnance measures , weighted in equal thirds under the 2015 L TIP awards: Performance

-A d j us t ed RS U P erformance Measures S afety Cap i ta l Effect i ven e ss Index FFO to Adjusted Debt I n dex These performance measures support continued financial impro vement throughout your Company and create goals for a ll executives to enhance the Company-wide focus on the balance sheet and increasin g shareholder va lu e. An nual review of a ll compensation pl ans and programs w ill continue to ensure that your Company's compensatio n programs are in alignment with market practice and in the best interest of our shareholders.

77 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents The following table highlight s the perfonnance measures within the RSU Index and the link between pay and performance for 2015 L TIP awards: RSU Index Performance Measures Funds from Operations Safety (FFO) to Adjusted Debt Capital Effectiveness lndex(2) lndex(ll What does it measure? This metric reflects your This metric centers on generating This metric measures the financial Company's overall safety cash flow during the performance effectiveness of our investment in performance.

It measures the period and debt management , operational assets. It is a ratio of OSHA incident rate per I 00 measuring the annual cash flow Adjusted EBITDA over Net Plant in employees.

generated by the business Service, less nuclear fuel , plus compared to its outstanding debt. Construction Work in Progress (later referred to as CWIP). Why is it important?

This operational metric is the This financial metric focuses your This financial metric motivates number one priority of your Company on improving our cash executives throughout your Company Company. Each day , the main position and balance sheet. This to focus on whether our assets are objective at your Company is measure increases our executives' generating an appropriate return. ensuring that employees go awareness of our financial position Because our industry is not only home safe l y. The performance and improves the balance of capital intensive but highly regulated , levels for this objective are set spending with cash flow. capital effectiveness is critical, above the industry average, as particularly as we continue our we are constantly striving to be strategy ofrepositioning our asset mix a top safety performer in our and focusing on our regulated industry. Our stretch goal is transmission and regulated based on the top decile as distribution operations.

compared to EEi companies. How d oes it impact We be l ieve that the operational This metric is a measure of the Adjusted EBITDA, which is used to shareho ld e r s? success of your Company creditworthiness of your derive this metric, has been a focus of directly affects financial Company, which is a focus of our l arge s h areholders during recent s u ccess. Thi s m e tri c d e t e rmin es rat i n g age n cies. Al s o , t h e cas h e nga ge m e nt s. By c r ea ting a dir ec t lin e I /3 of the L TIP payout for our flows of your Company and the of sight for executives to balance the executives. By using Safety as a current debt levels have been an val u e of our investments with the perfonnance metric in both the area of focus by our large earnings they produce, we are better STIP and LTIP, we are fostering investors during recent outreach able to create value for shareholders.

a culture of safety throughout efforts. As we strive to create The b etter our assets function, the your Company. Although not value for our shareholders, this more va l ue they provide. As we strive impacting the result of this KPI , metric determines 1/3 of the L TIP to create value for our shareholders, safe operation also goes payout for executives, creating a this metric determines 1/3 of the LTIP beyond our employees and direct link between executive pay payout for executives, creating direct affects our customers.

and shareholder value. correlation between executive pay and shareholder value. 78 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 4 Cor'!per lcn (I) The FFO to Adjusted Debt Index is a non-GA AP fin a ncial me as ur e. A description of the method of calculatin g FFO to Adjusted D eb t Ind e x is provided on p age 82. (2) The Ca pit a l Effec tiv e n ess Inde x i s a n o n-GAA P financial m eas ur e. A de sc ripti on of th e method of ca lcul at in g the Capital Effec ti ve n ess Inde x i s pr ov id e d o n page 8 1. Performance Shares Although performance shares were no longer a component of our L TIP grants i n 2015 for the 2015-2017 cycle , they were a component of our L TIP in 2013 for the 2013-2015 cycle. Perfonnance shares provided the NEOs and our other executives with the opportunity to receive awards based on our TSR over a three-year period relative to the TSRs of the companies in the EEI Index , which measures TSR for approximately 50 public e le ctric utility companies.

The EEi Index represents a larger group of energy companies than the utility peer group we use for benchmarking total compensation , allowing us to compare our performance to the performance of the broader industry.

TSR is the total return of one share of common stock to an investor (share appreciation plus dividends) and assumes that an investment is made at the beginning of the three-year period and all dividends are reinvested throughout the entire three-year period. TSR was used to encourage the NEOs to develop and implement business strategies that will allow our TSR to outperfonn that of the broader energy industry over time and to reward executives when TSR goals are achieved.

2013-2015 Cycle In 2011, we modified the performance share program to provide an additional opportunity to achieve a payout in the event our perfonnance falls below the 25th percentile , which we maintained as part of the 2013-2015 cycle. If your Company's three-year Operating EPS actual perfonnance result met or exceeded the average of the three-year target level set for Operating EPS, participants would receive the minimum payout of 25 percent of target shares granted. This additional opportunity provides executives the ability to achieve a minimal payout to reflect achievement of operational performance while unique regional market conditions may hinder stock price performance relative to the peer companies in the EEI Index. Based on feedback from our shareholder outreach efforts , this is the last cycle of performance shares that the average Operating EPS target levels over the three-year period can provide a 25 percent payout. Perfonnance shares for the 2013-2015 perfonnance cycle were granted in 2013. For that performance cycle, our TSR relative to the TSR of the EEi Index companies ranked below the 25th percentile (i.e., the threshold goa l). However , as illustrated below, the average Operating EPS result over th e thr ee-y ear p e riod excee d e d th e av e rage Operating EPS target l eve l s over the three-year period; therefore, participants, including NEOs received 25 percent of target shares with respect to perfonnance shares for the 2013-2015 cycle. The NEOs received approximately the following number of performance shares, paid in cash, in early 2016: Mr. Jones: 2 , 965 shares; Mr. Pearson: 2,054 shares; Mr. Alexander:

13 ,7 12 shares; Ms. Vespoli: 3,099 shares; Mr. Lash: 2,259 shares; and , Mr. Schneider:

2, 136 shares. Performance-Adjusted RS Us Performance-adjusted RSUs , which were also a component of our L TIP in 2013 , are designed to focus participants on key financial and operational measures that drive our success and further align executive compensation with company and shareholder interests. Outstanding Awar d Cycles (2014-2016 and 2015-2017)

Beginning with the 2014 grants of performance-adjusted RS Us , the KPis were modified to replace Operating EPS and Operational Linkage with Capital Effectiveness Index -a non-GAAP measure of the financial 79 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 Execu th't COf"'lper

!Ion effectiveness of our in vestment in operational assets and FFO to Adjusted Debt Index -a non-GAAP measure of our ability to generate cash flow during the year and manage debt; see the section above titled " RSU Index Perfonnance Measures" for more infonnation regarding these KPis. This change eliminated the overlap between two of the three KPis in the STIP and L TIP. Safety was retained as a KPI for performance-adjusted RS Us , as your Board and management, w ith the support of shareholders, strongly believe it shou ld be a factor in both incentive compensation programs.

These key metrics are ind ependent and equally weighted in thirds. Also , as a result of outreach to our top shareholders in 2013 and 2014, beginning with the 2014 grant the 50 percent minimum RSU payout was eliminated and the RSUs were completely at-risk. Payouts range from zero to 200 percent of units granted, interpolated based on the actual achievement.

Threshold performance is set at the 40th percentile and must be ac hi eved for the three year performance period for any payment of RS Us. Target performance is set at the 50th percentile and must be achieved for I 00-percent payout of units granted , and a payout at 150 percent of units granted is awarded for achievement of60th percentile performance. Maximum payout ofRSUs at 200 percent of units granted i s awarded if 90th percentile perfonnance i s achieved during the perfonnance period. All of these design changes have been maintained in our 2015 L TIP program. Fiscal 2015 RSU Index Score (Three Year Goals) Percentile Total Points Payout 90th 12.15 200% 50th 6.75 100% 40th 5.40 50% Below 40*h 0.00 0% A point system has been implemented to allow for e qual weighting of the three LTIP KPI goals. For each award cycle, th e KPis are scored by points awarded for attaining a specified level of perfonnance in each of the three components based on ann ual performance over a three-year period. Each KPI has independ e nt goals estab li shed each year for threshold, target, and stretch. Eac h component is scored annua ll y over a year period for a total of nine independent values. The independent goals for each KPI are set based on w hat your Company reports to t h e financial community and the continuous improvement year over year is emphasized.

The FE consolidated independent goals for each KPI in 2015 represented an improvement over the 2014 independent goals. For example, the Capital Effectiveness Index 2014 Target was 11.70% and the FFO/ Adjusted Debt Index 2014 Target was 12. 90%. 80 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 C or.'l per:..:: io n 2015 Actual 2015 2015 2015 Potential Metric 2015 Threshold Targot Strotch Points Results Resu lts Points F Co111o l ida1 *d 11.7 1 u" I J. 'I "* 12.25° ()to 1.50 1 1.9 4°" Above T hre,,hold O.Y3 Compe t iti\ Ene1g) Sen ICC S (CESJ 7.84'!-o M.12°1 0 (0 1.5() .2 6°u 'tre tc h 1.50 f E ( FEL) I 90"* I '1.1 <) '. 0 lo 1.50 l."-1\5" 1 , Ab(>\ c Thrc,.hnl d O * .<.<.. F Transmi1,;

ion (F 11.41"1. 11. 3 o/u 11.8 4% 0 (0 l.50 11.92% 'trctch uo Tut3 l 0 to 6.00 4.48 .F F O I l>cbt I ndc\ 2 F Co n*o li dat d I J.88% 14.3 "' '" 14.89% 0 to 1.50 1.1.35*y., Above C.97 CES' 22 23 ,,9 l}., 24.59 o to 1._u 22 I 0°o Blow 0 00 F u4 16.28% 16. 9 1!t1 I .50% 010 LSO 1 7.8 8 11 11 1.50 r n; I i l .42° IQ,01°-' 0 (O l. 0 J7 " "' *u Abo\'c 1 hrc:,hold 0 J Tota l 0 to 6.00 2.98 2015 Results (RSU 2015 2015 2()15 Potential 2015 Index Threshold Target Stretch Score Points Score) .a pi tal l ntl c>. 2.00 4.00 6.00 Otol.O 4.4 1.1 2 J°F U/Adjus t ed D ebt I n d e 2.00 4.00 6.00 Oto 1.50 0.75 Sa f e *0 1.4 8 0.96 0.64 0 w I.SO CL83 1.2 0 ll 't, I ndex Score Tota l (20 1 5) 0 [O 4.50 J.U7 ( 1) T he Ca pital E ffectiveness Index is a non-G AAP financial measure. T he Ca pital Effectiveness Index is a ratio of Adjusted EBITDA over Net Plant in Service less nuclear fuel plus CWIP. Adjusted EBITDA is also a non-GAAP financia l measure and consists of Operating earnings before interest , investment income, taxe s, depreciation and amortization.

For purpose s of calculating the Capital Effectiveness Index: (i) any year-end adjustments to capital from pension/other post-employment benefits mark-to-market and any reclassifications of items from Property, Plant and Equipment to the balance sheet are excluded from Net Plant in Service; and (ii) excluded from Operating earnings is the summation of all major storm costs over $105 million. Operating earnings is also a non* GAAP financial measure and is calculated using GAAP earnings per share and adjusting for the per share impact of certain items , which for 2015 included mark-to-market adjustments , regulatory charges , trust securities impairment, the impact of non-core asset sales/impairments, merger accounting

-commodity contracts, and plant deactivation costs. FEU, FET and CES refer to your Company's Regulated Distribution , Regulated Transmission and Competitive Energy Services reportable segments, respectively.

81 Corp. 2016 Proxy Statement Table of Contents (2) The FFO/Adjusted Debt Inde x is a non-GAAP financial measure. FFO is also a non-GAAP financial measure and consists of net income adjus t ed for depreciation and amortization , investment impairment , p ension and OPEB mark-to-market adjustment , deferred taxes, asset removal costs charged to income , and certain other non-cash it ems. Adjusted Debt is a l so a non-GAAP financial me asure and consists of sho rt-term borrowing s (net of pension contribution), long-term debt (excluding secur iti zed debt), and operating l ease ob li gations. (3) The term "CE S" refers collectively to FirstEnergy Solutions Corp. (l ater referred to as " FES"), Allegheny Energy Supply Company , LLC (later referred t o as " AE Supply"), FirstEnergy Nuclear Ope r at in g Com p any , Bay Shore Power Company, Warrenton River Terminal , Ltd., Allegheny Pittsburgh Coa l Company , Green Valley Hydro , LLC , GPU Nuc l ear , Inc., w it h respect to FFO; and i t refers collective l y to FES and AE Supply , with respect to Adjusted Debt. (4) The term " FEU" refers co ll ective l y to The Cleveland E l ectr ic Illumin at in g Com p any, Jersey Centra l Power & Light Co mpan y, Metropolitan Ed i son Com pan y, Monongahela Power Company, Ohio Edison Com p any , The Potomac E di son Com p any, Penn sy lvania Power Co mpan y, Pennsylvania E l ectr i c Co mp a n y , The Toledo Edison Company , and West Penn Power Company. (5) The term " FET" refers c o ll ective l y to FirstEnergy T ra nsmission , LLC, a nd its s ub s idiarie s , American Transmission Systems , Incorporat e d , Potomac-Appalachian Tr ans mi ssion Highline , LLC , and Trans-Allegheny Inter s t ate Line Company. (6) Performance as mea s ured b y the OSHA Incident R a te. In 2014, our combined perfonn a nce for the three metrics was above threshold , earning a RSU Index Score of 1.7 4. In 2015, with continued emphasis on our key metrics and ensuring we achieve our commitments to our shareholders , we achieved an overall result at approximately target perfonnance for the year, earning a RSU Index Score of3.07. Additionally, in both 2014 and 2015 , our S afety results reflect the dedication of your Company to e n s uring that our operations a re completed in manner which plac es safe ty for our employees and our customers first. For the FFO to Adjusted Debt Index , our impro ve d performance in 2015 recognizes our continued focus on improvement of our balance sheet and the focus on reducing our cash expenditures.

In 2014 , the Capital Effective Index result recognized that our assets need to provide a greater return; as this was an area of enhanced focus across our company in 2015 , our results improved and a r e reflected in our Operating EPS. Given that the results are cumulative over each three-year cycle , to date , neither the 2014-2016 cycle nor the 2015-2017 cycle of the performanceadjusted RSUs have ac hieved the threshold performance needed for a payout based upon the results of our three measures. The total points to date in the 2014-2016 cycle are currently

4. 81 points and the total point s to date in the 2015-201 7 cycle are 3 .07 point s. Based on our performance to date , it is impossible for either cyc l e to earn the maximum payout of 200 percent , even with exceptional performance in 2016. This emphasizes that while we ha ve made improvements , we will continue to focus on these important measures to ensure we are meeting our expectations and the expectations of our shareholders.

2013-2015 Cycle The K.Pls for the 2013-2015 cycle , were Operating EPS, Safety, and Operational Linkage. These ke y metrics , which focused on sustainability of perfonnance measures, were independent and equally weighted.

For the 2013-2015 cycle, the potential number of shares issued at payout ranged from a minimum of 50 percent to a maximum of 150 percent of the units granted. The minimum payout amount served as a retention tool and provided another means of achieving compensation for our executives at or near the Blended Median. IfFirstEnergy

's average annual performance met or excee ded the t a rget on a ll thr ee measures , 50 perc e nt more s har es would be awarded at the end of the three-year performance cyc le. If FirstEnergy

's average annual performance were below target on all three measures , 50 percent fewer shares would be awarded at the end of the three-year performance cycle. IfFirstEnergy

's average annual perfonnance met or exceeded the target on one or more of the measures but fell short of the target on one or more of the others, then the number of shares originally granted would be awarded at the end of the three-year performance cycle. 82 Corp. 2016 Proxy Statement Tabl e of C ont e nt s 4 E xec:uth'it' COMper 1icn Th e t a r ge t a nd ac tual re s ult s for th e 2013-2015 p e r fo nnanc e-a dju s t e d RSU cycle were: 2 013 2 014 2015 A verag e Tar ge t Resu l t T arget Resu l t T arget Re s ult Targe t Op e r a t i n g E PS (l) $ 3.00 $3.03 (3) $ 2.6 5 $ 2.56 $ 2.55 $ 2.7 1 $ 2.73 S a f ety(2) 0.99 0.9 7 0.96 0.97 0.9 6 0.83 0.9 7 Operation a l Link a ge 6.00 8.05 6.00 6.69 7.00 7.4 3 6.3 3 (I) Ope r at in g E PS is a n o n-GAAP financ i al m eas u re. A d esc ription of t h e me t ho d of c a l c ul a ting O p e r a ti ng E P S i s p rovided on p age 58. (2) In co n t r ast to t he ot h er KP!s , w i th r es p ect t o Safe t y , t he l owe r th e r es ult , th e b e tt e r th e pe r fo rm a n ce. (3) R e fl ects Opera t ing E P S of $3.04 as an n o un ce d on F e bru a ry 25 , 2 014 l ess th e $0.01 r e du c ti o n fo r KPI purp oses. Resu l t $ 2.77 0.9 2 7.39 Res u l t Ab ove T a r ge t Abo ve T a r ge t Above T a rget For the three-year cycle s tarting in 2013, your Company achieved above target-level p e rformance on all three of the measures as set forth in the table above. Since the average of the actual perfonnance exceeded the average target perfonnance on all three measures, the initial grants made in 2013 plu s all di v idend equi v alent units accrued were paid at 150 per c ent of units granted. In March 2016 , the performance-adjusted RS Us granted in 2013 were paid in shares o f our common stock as follows: Mr. Jone s: 36,311 shares; Mr. Pear s on: 2 5 , 1 8 1 shares; Mr. Alexander: 157 , 682 shares; Ms. Vespoli: 38 , 555 share s; Mr. Lash: 27 , 698 shares; and Mr. Schneider: 26 , 188 shares. Any fractional shares were paid in cash. The Committee ma y not adju s t awards up w ard. The Committee retains the discretion to adjust awards downward , eith e r on a formula or discretionary ba s is or a combin a tion of the two , as the Committ e e determine s. Tim i ng of L TIP Grants L TIP grant s are typically a ppro v ed at th e regularly scheduled February Committe e and Board meeting s after target levels are evaluated and determined considering the competitive data and prior-year Company perfonnance.

Our historic performance shares had a January I effective date. We averaged high and low stock prices over the full month of December in computing grants and awards of performance shares in an attempt to minimiz e stock price volatility that might otherwise distort grant or payout amounts if we looked only at a single computation date, such as , for example, the grant date or the last or first trading day of a re l evant year or month. As disclosed above , 2014 is the last year that your Company granted perfonnance shares. The grant date for performance-adjusted RSUs for both the stock-based and cash-based awards is typically on or about March I. We use the average of the high and low prices of our common stock as of the date of grant for awarding the performance-adjusted RSU s. Any equity grant s aw a rd e d in proximity to an earnings announcement or other market e v ent are coin c idental. The Grants of Plan-Based Award s table provides the amount of perfonnance

-adjusted RS Us granted to each NEO in 2015 based on the percentage of base salary provided earlier in the CD&A. Additional details regarding the 2015-2017 L TIP grant s are provided in the narrative following the Grants of Plan-Based Awards table. Retir e ment Benefits We offer retirement benefit s to all of our NEO s through our qualified and nonqualified supplemental plans under the FirstEnergy Corp. Pension Plan and the EDCP , respectively. The qualified plan benefit has historically been based on earnings , length of service , and age at retirement and is considered a defined benefit plan under the Internal Revenue Code (later referred to as IRC). The qualified plan is subject to applicable federal and p l an limits. The nonqualified supplemental plan has simi l arities to the qualified plan , but is designed to provide a comparable b enefit to executives without the restriction of federal and plan limit s and as a method to pro v ide a competitive retirement benefit. In 2015 , we adopted amendments to the EDCP to include RSU deferrals and streamline the administration. 83 F i rstEneri:iv Corp. 2 016 Pro xy Statement Table of Contents 4 Eucuth*t-Camper. .Jeri In 2013 , a cash-ba lanc e pension formula under the FirstEnergy Corp. Pension Plan was approved for all newly hired employees as of January 1 , 2014. Under this plan , an eligible employee receives credits to their retirement accounts based on employee compensation, age and years of service. The cash-balance plan design aligns your Company's retirement benefit s with current market practices and mitigates your Company's risk associated with funding future annuity payments.

In conjunction with the new cash-b alance plan design and consistent with industry practice, your Company adopted a new nonqualified supplemental plan , which will provide a comparable benefit to eligible executives hired after January 1 , 2014, but without the restriction of federal and plan limits that apply under the qualified pension plan. Additionally, Mr. Alexander, Mr. Jones , and Ms. Vespoli particip ate in the SERP. Messrs. Pearson , Lash, and Schneider are not participants in the SERP. Historically, participation in the SERP was provided to certain key executives as part of the integrated compensation program intended to attract , motivate , and retain top executives who are in po sitions to make significant contributions to our operations and profitability for the benefit of our customers and shareholders.

Given Mr. Alexander's age and length of service with your Company, the SERP provided no additional retirement benefits.

In January 2014, the SERP was fonnally closed to new entrants in order to align our exec utive retirement benefits with current mark et practices.

Retirement benefits for the NEOs are further discus sed in the narrative section following the Pension Benefits table later in this proxy statement.

EDCP Executives, including the NEOs, may elect to defer a portion of their compensation into the EDCP. Executives may defer from one percent to 50 percent of base salary , and one percent to 100 percent of both STIP and L TIP into the EDCP. Deferrals may be made to the EDCP retirement account or stock account. The EDCP offers executives the opportunity to accumulate assets, both cash and Company common stock, on a favored basis. The EDCP is part of an integrated executive compensation program to attract, retain , and motivate key executives who are in positions to make significant contri bution s to our operations and our profitability. Interest earnings on deferrals into the deferred compensation cash accounts of executives are provided as an incentive for executives to defer base salary and short-term incentiv e awards. The interest rate in 2015 was 7.54 percent for amounts deferred prior to 2013, and 5.54 percent for amounts deferred in 2013 and later. This difference in interest rate reflected the change in 2013 from Moody's Corporate Long-Tenn Bond Yield Index rate plus three percentage points , to Moody's Corporate Long-Tenn Bond Yield Index rate plus one percentage point. The interest rate is 5.27 percent for amounts deferred in 2016. Any above-market interest earnings are included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT. The EDCP is discu ssed in more detail in the narrative sect ion following the Nonqualified Deferred Compensation table l ater in this proxy statement.

Personal Benefits and Perquisites In 2015, our NEOs were able to use the corporate aircraft for limited personal use as described below. Effective with his promotion to CEO , at Mr. Jones' request and with Board concurrence, Mr. Jones is authorized to use either a commercial carrier or our corporate aircraft for any business o r pe r ona l tr ave l at his discretion. With CEO approva l , other executives including the NEOs, may from t i me to time , use our corporate aircraft for per sona l travel which may include spousal travel. We have a written policy that sets forth guidelines regarding the personal use of the corporate aircraft b y executive officers and other employees.

Additionally , in 2013, the Committee eliminated Company paid-financial planning and tax preparation services for all NEOs, other than Mr. Alexander until his service concluded on April 30, 2015. The Company also eliminated additional accrual and payout of vacation in 2009, a lthough some of our NEOs do ha ve banked and frozen vacation that will be paid upon termination of employment, if applicable.

The Committee monitors all perquisites in the annua l tally sheets. 84 Corp. 2016 Proxy Statement Table of C ontents The C ommittee believes these perquisites a re re a sonable , competiti v e , and consistent with our overall compensation philosophy. Cl awback Policy In 2014 , in re s ponse to feedback recei v ed dur i ng our s hareholder outreach program, a clawback polic y was approved by the Committee that c ov er s a ll c urrent or former employees w h o are d e emed to be " insid e r s" for purpo ses o f Section 16 of the Exchange Act in the event your Compan y i s r e quir e d to file a financial restatement due to m a terial noncompl i ance , reg a rdle ss of misconduct.

Thi s policy allows for recoupment of all ba s ed comp e nsation granted or earned after January I , 2014 , a nd grant s authority to your Board and/or Committee to seek repayment from executive s, reduce the amount otherwise payable under another Comp a ny benefit plan as allowed by law, withhold future incentive compensation , or a combin a tion of these action s. Sha re O w nership Guideline s and Prohibitions on Hedging and Pl e dg i ng Shares We believe it is critical that the interests of executives and shareholders are clearly aligned. Therefore, the Committee has adopted share ownership guidelines that are intended to promote meaningful stock ownership by our e xecutives , including our NEOs. These guidelines specify the value of Company shares that our executives must accumulate within five years of becoming an executive officer of your Company. Each NEO is required to retain all Company shares earned under equity grants or purchased or accumulated until the NEO meets his or her share ownership guidelines. Share owner s hip level s are calculated quarterly. The specific share ownership guidelines are based on a multiple of an executive officer's ba s e s alary , with the higher multiples applicable to the executive s having the highe s t levels of responsibility.

The Committee did not make any changes to the share ownership guidelines in 2015. However , Mr. Lash's multiple changed from three times base sal a ry to four times base salary in connection with his promotion to Executive Vice President.

The share ownership multiples for the other NEOs in 2015 were as follows: Mr. Jones: six times base salary; Mr. Pearson: four times base salary; Mr. Alexander: six times base salary; Ms. Vespoli: four times base salary; and Mr. Schneider: three times base salary. Additionally, to be consistent with an entirely performance

-based L TIP design, the Committee approved excluding unvested performance-adjusted RSUs in 2014 as eligible shares for executives to meet their share ownership requirements. For 2015 , the following directly and indirectly held shares were included in determining whether a NEO met his/her ownership guidelines:

• Shares directly or jointly owned in certificate form or in a stock inve s tment plan, including unvested restricted stock,

• Shares owned through the FirstEnergy Corp. Savings Plan,

• Shares held in brokerage accounts , and

• Units held in the EDCP. As of December 31 , 2015 , Messrs. Pearson , Lash and Schneider have met their share ownership requirements.

Mr. Jones has not met his share ownership requirements based on his increased requirements as CEO. Mr. Jones has until January 1 , 2020 to meet his share ownership requirement.

Although Ms. Vespoli has not met her share ownership requirements as of December 31 , 2015 due to the elimination of unvested performanceadjusted RSUs as eligible shares and the recent fluctuation in Company stock price, she has met her share ownership requirements with the March 1 , 2016 vesting of the performance-based restricted stock unit award. Although the Committee established share ownership guidelines for executives, such equity ownership typically does not 85 Corp. 2016 Pro x y Stateme n t Tab l e of Contents imp act the estab li s hm ent of compensation l eve l s. The Committee does review previously granted awar d s, b oth vested a nd unvested , that a r e still outstanding on a regular basis. In addition , the Insider Trading Policy prohibits our directors and executive officers from pledging shares a nd hedging their economic exposure arising from their ownership of our common stock. Se v e r ance Benefits upon an Involuntary Separation Con s istent with competitive p ractice , in the event of an involuntary s eparation, the CEO's and Execut i ve Cha inn an's severance benefits , if any , would be determined by the Committee, in its discretion , and approved by your B oa rd. Ho wever, und er the t erms of his concluded service , Mr. Alexander did n ot receive any payments under the FirstEnergy Corp. Executive Severance B enefits Plan (later referred to as the Severance Plan). The ot h e r NEOs are covere d in the even t of an involuntary separa ti on under th e Severance Pl a n w h e n bu s in ess conditions require the c l osing of a faci li ty, corporate restructuring , a reduction in workforce, or job e limination. Benefit s under the Severance Pl a n are a l so offered i f an executive rej ec ts a job ass i g nm ent that wou ld re s ult in a material reduction in current base sa lary , wo uld require the exe cuti ve to m ake a material relocation from his or her current residence for r easons related to the new job, or wou ld res ult in a material change in the executi ve's d a il y commute from the executive's current re s idence to a new reportin g lo cat ion. A n y re ass i g nment which re s ult s in the distance from the exec uti ve's current residence to hi s or h er n ew reporting loc at i on b eing at l east 50 miles far th er than the distance fr om the execu ti ve's c urrent re side n ce to hi s or her p revio u s reporting loc a tion is considered material.

The Se verance Pl an provides three weeks' b ase p ay for eac h full year of service wi th a minimum b e n e fit of 52 weeks of b ase salary and a m ax imum benefit of 104 weeks of ba se salary. Additionally, executives who elect continu a tion of he a lth care for the severa n ce period wi ll b e provided this b enefit at active emp l oyee rates. Executives must p ay taxes on a n y continuation of health care va lu e in excess of what em plo yees wit h the same level of service would receive u nder the FirstEnergy E mpl oyee Severance Ben efits Pl a n. CIC Severance Plan Th e current NEOs, other than Mr. Jone s as discu sse d below , are provided b e n efits under the Existing CIC Plan. The current tenn of th e Ex i s tin g CIC Plan will ex pire December 31, 2016. On September 15 , 2015 , the Co mmitte e recommended and the Board adopted the New CIC Plan. Generally, eligible executives will include the curr e nt NEOs, other than Mr. Jones, who wa ived his right to participation in the Existing CIC Plan and any simi l a r s ucce sso r plan , such as the New C I C Pl a n. It was Mr. Jones' pr efe ren ce to be removed as a parti c ip a nt in th e Existing CIC Plan a nd a n y future CIC plans. Your Company maintain s a non-competition , non-so licitation and non-disclosure agreement for Mr. Jone s in the event of a termin a tion of his employment following a CIC that i s parallel to the pro v ision s in the Existing CIC Plan. CIC severa nc e benefit s are pro vi d e d to ensure th a t certain execu ti ves are free from per so nal di strac tion s in the context of a potenti a l c h a n ge in corporate control when your Boa r d n ee d s the o bj ec tive assessm e nt a nd advice of thes e exooutivo s to dotormino whether a potential bu s ine ss combination i s in our best interests and those of our shareholders.

The Existing CIC Plan pro v ides t he payment of severance benefits if the individual's e mployment with u s or our su b s idiarie s was terminated under specified circumstances within two years after a CIC of your Company (co mmonly referred to as a doubl e trigger). In addition , your Co mpany does not provide any excise tax gross-ups on CIC benefits.

Under the 2007 Incentive Plan and 2015 Incentive Plan, it is our practice to require a qualifying tennination following a CIC prior to the ves tin g of L TIP awards, assuming the awards are replaced by the successor company. C ircumstances defining a CIC are explained in the Potential Po stE mployment Payments section later in this prox y statement.

A detailed represent a tion of th e termination benefit pro ided under a CIC sce n a rio as of De cem b e r 31 , 2015, is pro v ided in th e Po s t-Te rmination Compensation and B e nefits t a ble later in this proxy statement.

86 I FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents 4 Ext!e;ut1.'t Typically, your Board re v iews the tenns of the CIC severance benefits in the fourth quarter of each year and v otes to extend or not extend the CIC severance benefits for an add it ional year. In December 2014, your Board conducted its annual review of the Existing CIC Plan and extended the Existing CIC Plan through December 31 , 2016 with revisions effective January 1 , 2016. These revisions further align our Existing CIC Plan with market practice and are as follows:

• Revised the restrictions on the disclosure of confi d ential information and trade secrets by p artici p a nt s to provide that they will continue ind efinite ly;

• Elimi nated a diminution of a participant

's budget as a "Good Reason" event;

• Elim inat ed a diminution of a supervisor's authority as a "Good Reason" event, while revising the "Good Reason" event relating to a diminution of the participant

's authority to i nclude a diminution in t he participant's reporting relationship;

• Re v ised certain administrative pro v ision s to: (i) allow the Committee to amend the CIC Severance Plan mid-term w ithout a fifty-one per ce nt (51 %) participant consent unless the c h ange wo uld materially a nd adversely affect the p a rticip ants' rights und er the CIC Severance Pl a n; an d (ii) allow the Board to conduct its annual review of the CIC Severance Plan a t any time durin g the year rather than only in the fourth quarter at a regular meeting;

• Limited co ntinued health insurance coverage to two years; and

• Eliminated life insurance benefit e nhancements and s ubsidized retiree health co vera ge. As noted above, in September 2015 , th e Committee re co mmend ed a nd the Board determined not to extend the Existing CIC Pl a n and to adopt the New C I C Plan to b e tter align all participant s with market practices.

The i nitial tenn of the New CIC Plan will commence on January 1, 2017 and expire on December 31 , 2018. The New CIC Plan will remain subject to annu a l review by the Committee and Board , at which time th e Bo ar d will determine whether to renew the tenn for an additional year or to affinnatively vote not to extend the term. Some benefits are different from the Existing CIC Plan. The key changes in benefits include:

• The elimination of a two-tiered system with different levels of benefits for different participants, including a 2.99 times multiplier for tier I participants , which exists under the Existing CIC Plan. Under the New CIC Plan , all participants will be eligible for the same level of benefits , including the 2.00 multiplier (see the Po s t-Termination Compensation and Benefits table later in this proxy statement);

• The elimination o f addit i onal years of age and service credits under the EDCP and SERP;

• The elimination oflegal fees and expenses over five years upon a qualifying termination following a CIC; and,

• The addition of outplacement serv ices for a one-year period, capped at $30,000. Impact of T ax Requirements on Compensation The Committee is responsible for addressing p ay issues associated with Section l 62(m) of the IRC which limits the tax deduction to $1 million for certain compensation paid to the NEOs (other than the CFO). The Committee and your Board attempt to qualify executive compensation as tax deductible to the fullest extent feasible and where we believe it i s in our best interest and the best interest of our shareholders.

However, we do not permit this ta x provision to distort the effective development and execution of our compensation program. Thus , the Committee is permitted to and will continue to exercise discretion in those instance s where sa tisfaction of tax law requirements for obtaining the deduction is not in the best interest of your Company. In addition, because of the uncertainties associated with the application and interpretation of Section l 62(m) and the regulations issued thereunder , there can be no assurance that compensation intended to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible. 87 Corp. 2016 Proxy Statement Table of Contents Risk Assessment of Compensation Programs Management conducted an assessment of the risks associated with our compensation policies, practices , and programs for employees, paying particularly close attention to those programs that allow for variable payouts where an employee may potentially be able to influence payout factors in those programs.

The Committee reviewed management's assessment and concurred with its conclusions.

Based on this assessment, the Committee concluded that the risks associated with our compensation policies and practices are unlikely to have a material adverse effect on your Company. The Committee and management designed our compensation programs to incent employees while carefully considering our shareholders' concerns and supporting our pay-for-performance compensation philosophy which aligns our executives' interests with the long-term interests of our shareholders without encouraging excessive risk taking. In this regard, our compensation structure contains various features intended to mitigate excessive risk taking. These features include, among others:

• The mix of compensation among base salary, and short-and long-tenn incentive programs is not overly weighted toward short-term incent i ves, and thus, does not encourage excessive risk taking;

• Our annual incentive compensation is based on multiple, diversified performance metrics, including financial, safety/operational, and business unit measures that are consistent with our long-term goals;

• Our long-term incentive compensation in 2015 consisted of performance-adjusted RSUs which include components that are paid based on results over a multi-year performance period and vest over a three-year period, thus emphasizing the achievement of performance over a longer time horizon;

• The Comm i ttee oversees our compensation policies and practices and is responsible for reviewing, approving and/or recommending for approval by your Board, where necessary, executive compensation, including annual incentive compensation plans applicable to senior management employees and other compensation p l ans, as appropriate; and

• Certain of our executives are required to own a specified level of shares in order to comply with share ownership guide l ines, encouraging a long-term focus on enhancing shareholder value. Additionally, our Chief Risk Officer participated in the discussion with senior management regarding the establishment of goals and their weightings and measurements for our short-and long-term incentive compensation programs and the 2015 performance results. The Chief Risk Officer provided his view to the Committee that:

• The measurement of 2015 performance results were conducted in accordance with prescribed methodologies and preclude any beneficiary from controlling the calculation;

• Proposed goals would not create inappropriate incentives or inadvertently encourage willingness to embrace risk exposures other than those we encounter in the normal course of our business;

• By avoiding individually based goa l s or goals applicable only to a small group of employees, the risk of encouraging inappropriate behavior is greatly mitigated; and

• There are adequate contro l s in place so that the beneficiary of any incentive payout cannot unilaterally control the measurement methodology.

For additional information regarding your Company's risk management process and your Board's role in risk oversight, see the related discussion in the "Corporate Governance and Board of Directors Infonnation" section of this proxy statement.

88 I FirstEner11v Corp. 2016 Proxy Statement Table of Contents 4 El etuto*e Cor.'lper:

Compensation Tables Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31 , 2015 , 2014 , and 2013. Ch a n ge in Pension Valu e and Nonqualificd Non-Eq u ity Deferred Stock Incentive Plan Compensation All Other Sa l ary Awards Compensation Earnings Compensation Name and Principal Position Year (S) (S)!I) (S!(2! (S!P! (S)!4! Total (S! Charles E. Jones 2015 $1 , 118 , 558 $5 , 995 , 031 $ 1,807 ,8 12 $ 1 , 076 , 244 $ 26,474 $10,024,119 President

& CEO 2014 $ 607,212 $1 , 284 , 028 $ 344,700 $ 2 , 549 , 362 $ 5,767 $ 4 , 791 ,069 2013 $ 600 , 000 $1 , 284 , 036 $ 449 , 309 $ 3 , 995 $ 6,918 $ 2,344,258 James F. Pearson 2015 $ 636 , 154 $3,060,719

$ 793 , 174 $ 1 , 070 , 707 $ 9 , 158 $ 5 , 569 , 912 EVP & CFO 2014 $ 507,212 $1,400,022

$ 361 , 356 $ 1 , 995 , 585 $ 5,791 $ 4 , 269 , 966 2013 $ 494 , 172 $ 890 , 033 $ 436 , 754 $ 272 , 846 $ 5,650 $ 2,099 , 455 Anthony J. Alexander 2015 $ 510 , 231 $ 427 ,339 $ 818 , 464 $ 89 , 181 $ 1 , 397,496 $ 3 , 242,711 Executive Chairman 2014 $1,340,000

$7,691,611

$ 1 ,392,222 $ 4 , 673,313 $ 74 , 977 $15 , 172 , 123 2013 $1,340,000

$7,691,636

$ 1 ,8 57 ,6 41 $ 60, 795 $ 46,170 $10,996,242 Lei l a L. Vespo li 2 015 $ 75 2 , 789 $1 , 861 , 510 $ 860, 125 $ 61 , 876 $ 13 , 658 $ 3,549 , 958 EVP, Market s & Chief Legal 2014 $ 690 , 769 $1 , 356,302 $ 407 , 044 $ 3 , 210 , 711 $ 15 ,969 $ 5,680,795 Officer 2013 $ 685,000 $1 , 356,312 $ 598,352 $ 33,123 $ 8,450 $ 2,681 , 237 James H. Lash 2015 $ 599, 176 $1,073,006

$ 535 , 434 $ 439,717 $ 8 , 491 $ 2 , 655,824 EVP & President, FE Generation 2014 $ 554,327 $ 979,028 $ 266,978 $ I, 172,363 $ 5 , 767 $ 2,978,463 2013 $ 550,000 $ 979,008 $ 379,723 $ 20,268 $ 6,627 $ 1,935,626 Donald R. Schneider 2015 $ 552 , 404 $ 989 , 768 $ 518 , 488 $ 242 , 197 $ 8 , 991 $ 2 , 112 , 048 President , FE Solutions (I) The amounts set forth in the Stock Awards column represent grants provided under the 2007 Incentive Plan at the aggregate grant date fair value calc ulated in accordance with FASB ASC Topic 718 "Stock Compensation" and are based on target payout. 2013 and 2014 grants reflect the elimination of certain accrued dividend s from previou s l y disclosed stock awards that were already included in the aggregate grant date fair value calculation.

The assumptions used in determining values for the 2015 fiscal year are reflected in Note 4 to the Combined Notes to the Consol id ated Financial Statements of the Company's Annual Report on Form I 0-K filed with the SEC on February 18 , 2015. The grant date fair value at the maximum payout level for each of the NEOs is as follows: Jone s: $11 , 990 , 062; Pearson: $4 , 064 , 038; A le xa nd er: $854 , 678; Vespoli: $3,723 , 020; Lash: $2, 146 , 012; and Schneider:

$1,979,536.

These awards are not payable to the executive until the vesting date or other qualifying event shown in the 2015 Post-Termination Compensation and B enefits table described later in this proxy statement.

We have also included Mr. Pearson's Award as d escribe d in the CD&A. (2) The amounts set forth in the Non-Equity Incentive Plan Compensation column were earned under the STIP in the year presented and paid in the first quarter of the following year. (3) The amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column r eflect the aggregate increase in actuarial value to the NEO of a ll defined benefit and actuarial plans (including supp lemental plan s) accrued during the year and above-market ea rnings on nonqualified deferred compensation.

The change in values for the pension plan s are as follows: Jones: $1,070,512; Pear so n: $1 , 035,576; Alexander:

$0; Vespoli: $14 , 345; Lash: $409,983; and Schneider:

$174 , 439. The change in pension value is heavily dependent on t h e discount rate and mortality assumptions and does not represent the actual value of the change in pension benefit accrued by the NEO during the year. The formula used to determine the above market earnings equals (2015 total interest multiplied by the difference b etwee n 120 percent of the Applicable Federal Rate for long-term rates (AFR) and the plan rate and divided by the plan rate). The above market earnings on nonqualified deferred compensation are as follows: Jones: $5, 732; Pearson: $35 , 131; Alexander:

$89, 181; Vespoli: $47 , 531; Lash: $29 , 734; and Schneider:

$67,958. 89 FirstEnerqy Corp. 2016 Proxy Statement Table of Contents 4 (4) The amounts set forth in the A ll Other Compensat i on co lumn include compensa ti on not r eq uir ed to be included in any other column. This includes m atc hin g Company common stock contributions under the FirstEnergy Cor p. Savings Plan for al l of the NE Os up to the maximum of $7 ,950, and cont ribu tions of $500 to $1 , 000 to the NEOs' H ea lth Savings Accounts (HSA) o r FirstEnergy Co rp. Savings Pl a n. In add iti on, certa in NEO s are el i gib l e to receive limited perquisites.

Jn 2015, the fo ll owing NEOs were p rovided: (I) financial planning an d tax preparation services for Alexander of $11 , 895; (2) cha rit ab l e m a tchin g co ntributi ons for Vespoli of $4 , 680 and Alexander of $10 ,000 r es pecti ve ly; (3) premiums fo r the group personal excess liability and li fe insurance for all NEOs; and (4) personal use of the corporate aircraft for Jones , Pearson and Alexander; s p ecifically

$I 7 , 324 for Mr. J o n es , $4 , 1 73 for Mr. Pearson, a nd $26 , 005 for Mr. Alexander re spect iv e ly. Your Board required Mr. A l exa nd er to u se the co rpor a t e aircraft for a ll travel in 20 I 5 until his conclusion of serv i ce to the Com p any on A pril 30 , 20 I 5. T he value of the per sona l use of the corporate ai r craf t is calculated b ase d on the aggregate var i ab l e operating costs to yo ur Com p a n y , including fue l costs , trip-related maintenan ce, uni ve r sa l weather-monitoring costs, on-hoard catering, l a ndin g/ramp fees , and o th er mi s cellaneo u s variab le costs. Fixed costs wh ich do n o t change b ased on u sage , s u c h as pil ots' sala rie s , the amortized costs of the ai r craft, and the cost of maintenance not re l ated to trips a r e exc lud e d. NEOs' spo u ses an d immediate fami l y members may accompany NEOs on Com pan y a ircraft u si n g unoccupied spa ce on flight s that we re already sc h e duled , and yo ur Company incurs no agg re ga te incr e mental cost in connection with such use. Unless otherwise quantified in footnote 5 , th e amo unt attributable to each p er qui s it e or b e nefit for each NEO d oes not exceed the greater of $25 ,0 00 or I 0 p e rcent of th e total amount of perquisites r ece i ved b y such NEO. Mr. A le xander re ceive d $I ,270 , 422 for I ,972 hours0.0113 days <br />0.27 hours <br />0.00161 weeks <br />3.69846e-4 months <br /> of banked an d frozen vaca tion ea rned prior to 2008 , when FirstEnergy

's vacation p o li c i es were re v i se d and empl oye e s and executives could no lon ge r accumulate banked vacation. Additionally , Mr. Alexander received a re t i rement gift valued at $68 , 000. 90 FirstEner!lv Corp. 2016 Pr oxy Statement Table of Contents Grants of Plan-Based Awards in Fiscal Year 2015 The following table summarizes the stock awards granted to our NEOs during 2015 as well as threshold , target, and maximum amounts payable under the STIP. A ll Other Stock Awards: Gra nt N umb er of D ate Fair Estimated Future Payouts Under Estimated F uture Payouts Under Va lue of Non-Equity Incentive Plan Equity Inc entive Plan Sha r es of Stock :ind Awards(I)

Stock or Unils(J) Option Grant/Payout Grant Threshold Target Maximum Threshold Target Maximum Awards Name Type Date ____..i!L_

!S! !S) __J!L_ !#! (#! ($)(4) Charles E. Jones Short-Term Incentive Program $632,500 s 1 , 265 , 000 s 1 ,897 , 500 Pe rfor mance-Adju ste d RS Us -Stock-Based 2/1712015 1') 113 , 837 227 , 674 S4 , 0l 5 , 03 I Performance-Adju st ed RSUs -Cash-Based 2/1712015 1') 56 , 138 112,277 s 1,980 , 000 Jame s F. Pear so n Short-Term Incentive Program $28 5 , 750 s 571,500 s 857 , 250 Performance-Adju s ted RS Us -Stock-Based 2/17/20 1 5(') 38 ,3 49 76,698 s 1 ,3 52 ,5 69 Performance-Adju ste d RS Us -Cash-B ased 2/17/2015 ('1 19,264 38,528 S679,450 Performance-Based Re st ricted Stock 8/10/20 1 5 30 , 000 s 1,028 , 700 Anthony J. Alexander Short-Tenn Incentive Program S286,357 $ 572,712 s 859 , 069 Performance-Adjusted RS Us -Stock-Ba sed 2/17/2015 (') 0 8,127 16,254 $286,639 Performance-Adjusted RS Us -Cash-Based 2/17/2015 (5) 3,989 7,978 s 140 ,700 Leila L. Vespo li Short-Term Incentive Program S3 I 0,250 s 620,500 s 930 ,7 50 Performance-Adju s ted RSUs-Stock-Based 2/17120 1 5 (') 35,186 70,372 SI , 241 , 010 Performance-Adjusted RSUs-Cash-Based 2/17120 1 5('1 17 , 593 35, 1 86 $620 , 500 James H. Lash Short-Term Incentive Program $203,000 406,000 609 , 000 Performance-Based Cash Award 8/1012015 so 580 ,0 00 580 , 000 Perform ance-Ad ju s ted RS Us -Stock-Based 2/17/2015(')

0 20 , 227 40 , 454 $7 13 ,406 Performaoce-Adjusted RS Us -Cash-Based 2/17/2015 (5) 0 10,196 20 , 391 $359,600 Don a ld R. c hn e i d e r Sho r t-Term I n c e ntiv e Program $187 , 250 $ 34 7 , 500 s 561 , 750 Performance-Adjusted RS Us -Stock-Based 2/l 7/2015 C'I 0 18 , 658 37 , 316 $658,068 Performance-Adjusted RS Us -Cash-Based 2/17/2015 (') 0 9,405 18 , 809 $331 , 700 (l) The amounts set forth in the Es timat ed Future Payouts Under Non-E quity Incentive Plan Awards columns reflect the p oten tial payouts for each named officer under the STIP based upon the achievement of KP I s described in the CD&A. With respect t o Mr. Lash on l y, the award granted on August 10 , 2015 is described in the CD&A as Mr. Lash's Award. (2) The amounts set forth in the Esti mat ed Future Pa youts Under E qui ty Incenti ve Plan Awards columns reflect the threshold, target, a nd maximum payouts for each NEO under the L TIP based upon the achievement of the performance measures described in the CD&A a nd reported in the Stock Awards column of th e SCT. The Performance-Adjusted RSUs-Cash-Based have been rounded for illustration in this table. (3) The a mount set forth in the All Other Stock Awards: Number of Shares of Stock or Units column repre se nt s the performance-based re s tricted stock granted to Mr. Pe arso n on August 10 , 2015. Award payout is depend ent upon achievement of a Cash Flow Improvement Project performance hurdle by December 31 , 2017. If the performance hurdle is met, the award wi ll fully vest on October 30, 2019. (4) The grant date fair market value was computed in accordance with FASB ASC Topic 7 1 8. The Performance-Adjusted RSUs components are valued at the average of the high/lo w stock price of$35.27 on February 27 , 2015, since March I , 2015 was a Sunday. Mr. Pearson's performance-based restricted stock award is va lued at the average of the high/low stock price of $34.2 9 on August I 0, 2015. (5) The dates set forth in the Grant Date column for these awards represent the date your Board took action to grant the awar ds. The effective grant date for the Performance-Adjusted RSUs is March I , 2015. 91 FirstEnerav Corp. 2016 Proxy Statement Table of Contents The following chart summarizes the detail s of the L TIP grants for the 2015-2017 cycle: Weighting Granted Grant Date Grant Price Performance Period Performance Measure Threshold Payout Target Payout Maximum Payout Settled Dividend Equivalent Units Payout P erfor man ce Shares Performanc e-Adju ste d RS Us -Stock-B ase d 67% Annua ll y In early March , effec ti ve on th e date of grant Average high and low stoc k pric e on the gra nt d ate 3 years, cliff vest on March I Cap i ta l Effectiveness Inde x, Funds from Operations to Adj u s t ed Debt Ind ex , Safety 50%, Perform a n ce a t 40th percentile I 00%, Performance at the 50th p e r centile 200%, P e rformance at the 90th percent i le Stock Rein ves ted ba se d on the av erage hi g h and l ow stock pri ce on the payable date , subject to sa me re s trictions as initia l grant Average hi g h a nd lo w stock price on the vesti ng da te P e rformance-Adjusted RS Us -Cash-Based 33% Annuall y In early March , effec tive on the date of g r a n t Average hi gh a nd low s to ck pri ce on the grant dat e 3 years, c li ff vest on March I Ca pit al Effective ne ss Index , Fu nd s from Operations to Adjusted Debt Ind ex , Safety 50%, Performance at 40th p e r cent ile I 00%, Performance at the 50th p e r ce ntile 200%, P e rformance at the 90th percentile C ash Rein ves t ed ba se d on the average high and lo w stock p r i ce on the pa ya ble date , subject to same r est rictions as initial g r a nt Average high a nd low stock pr ice on the ves ting date Perfonnance shares are described earlier in the CD&A. Although they were not a component of our L TIP in 2015, they were a component of our LTIP in 2013 for the 2013-2015 cycle. Performance share awards are generally paid in cash. If the performance factors are met , the grants will be paid betw een F e bruary 15 and March 15 in the year following th e third and final year of th e performance period. In addition , in certain circumstances, the NEO m ay elect to defer performance shares into the EDCP as outlined in more detail below. On December 31 , 2015 , the performance period ended for the performance shares granted in 2013. As previously stated, while threshold TSR performance was not achieved, the three-year average Operating EPS exceeded target perfonnance , resulting in a minimum payout of25 percent for the 2013-2015 cycle. Perfonnance shares are treated as a liability for accounting purposes and are valued in accordance with F ASB ASC Topic 718. P erfor man ce-Adjust ed RS Us Performance-adjusted RSUs are described earlier in the CD&A and are a component of our LTIP. Performance-adjusted RSUs are 2/3 payable in stock and 1/3 payable in cash. Both the stock-based and cash-based RSU awards have a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year performance cycle. On March I , 2016 , the period of restriction ended for the performance-adjusted RSUs granted in 2013. As previously stated, above target p e rform a n ce w as achi e v e d on a ll thr ee of th e p e rformance mea s ure s, resulting in a payout at 150% of target for this grant. The period of re s tri c tion for perfonnance

-adjusted RS Us granted in 2014 and 2015 will end on March I , 2017, and March 1, 2018, respectively, although perfonnance is measured through December 31 of the year prior to vesting. Perfonnance-adjusted RSUs are treated as a fixed expense for accounting purpo ses and are valued in accordance with F ASB ASC Topic 718. The fair market value share price is $35.27 for performance

-adjusted RSU grants awarded on March I , 2015. 92 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents Empl oy ment Agreement s We ent e r into employment agreements with our ex e cutives in s pecial circumstances , primarily for recruiting and retention purposes. A s discuss e d in the 2013 Proxy Statement, in March 2012 , we entered into the Alexander Agreement.

None of t h e other NEOs have an emp l oyment agreement with your Compa n y. The t enn of the Alexander Agreement was through April 30 , 2016 , unless employment was terminated earlier by eit her p arty. The Alexander Agreeme nt sets forth that Mr. Alexander wo uld be provided an an nu a l ba se salary and participate in the STIP and L TIP consistent w ith your Company's compensat i on phil osophy. The A lex ander Agreeme nt further provided a restricted stock award of 200 , 000 shares , 25 percent of wh i ch vested on December 31 , 2013 a nd a n additional 25 percent which vested on December 3 1 , 2014. The r es trict e d stock awa rd wou ld vest in full if the Alexander Agreement were terminated

1) vo lunt a r i l y b y Mr. A l exander if his total compensation opportunity was reduced bel ow the level estab li shed fo r 20 12 (u nl ess th e r ed uction app lie s generally to Company se ni or execut i ves); 2) b y the B oa rd wit hou t Cause; or 3) in the event of his death or Disability. If the Alexander Agree ment were terminated by t he Board for Cause, or vo luntaril y b y Mr. Alexa nd er, at any time pri or to any vest ing date (except as described ab ove), then the un vested portion of the r es trict e d stoc k award would be forfeited.

On February 1 7, 2015, your Board d e termined th a t Mr. Alexander wou ld conclude his serv i ce to yo ur Company as Exec utive Chairman o n April 30 , 2015. Effe cti ve with this detennination , the remaining shares of restricted stock granted pursuant to the Alexander Agreement vested upon th e conclusion of his service. In addition, as provided in the Alexander Agreement, Mr. Alexander continued to receive his base salary during his tim e of service a nd received a prorat e d STIP t o r e flect the dat e of his dep arture, su b ject to th e achievement of p er formanc e targ e t s. In addition, h e was granted a prorated L TIP in February 2015 consisting of performance-adju s t e d RS Us that required him to remain employed with your Company through April 30, 2015, and , consistent with our performance

-a djusted RSU awards, would remain entirely at risk (and subject to up ward/do wnwa rd adjustment or forfeiture) b ase d on the ac hie ve m e nt of the p e rform ance go al s tracked over a three-yea r period. U nder the A le xa nder Agreement, Mr. Alexander has agreed that a n y incentiv e-ba se d compensation that he may receive , within the meaning of the federal securities laws , will be subject to c l awback by your Company in the manner required by such laws and applicable regulations to be issued from time to time, and as implemented by your Bo a rd or the Committee.

In a ddition , Mr. Alexander i s subject to certain noncompetition and non so li c it at ion obligations for 24 months following the employment period id e ntified in the A lex a nder Agreement.

93 FirstEnerQv Corp. 2016 Proxy Statement Table of Co nt e nts 4 Execu tltt Conper.

Outstanding Equity Awards at Fiscal Year-End 2015 The follow in g table summarizes the outstanding equity award holdings of our NEOs as of December 31, 2015. 0 t i on Awards S t ock Awards Eq ui ty Equity In ce nti ve In ce nti ve Plan P l a n Awards: Awards: Market or N um ber of Payout Va lu e U n u rn ed of U nearn ed N um be r o f N umb er o f Market Va lu e S h a r es , S h ares, Sec uriti es Number o f Shares or o f S h ares or Unils or Units or Under l yi n g Sec uriti es Un i ts of U nit s of Other Ri ghts Other Ri ghts U n ei:e r c i sed U nd e rl ying Option Stoc k T h at Stock That That H ave That Have Options U n exerc i se d Exercise O pti o n Hav e Not H ave Not Not Yet Nol Yet (#) Options(#)

Price Expiration Yet Vested Gra nt V ested Vested Ves t ed Name Exercisab l e nexer c l sa bl e

__.fil_ --1!!lQL_

Type(3) !S!!4! !#!!2l!5!

Grant Type(6) !S!!4! Char l es E. Jones 80,257 $37.75 2/25/2021 35 , 925 2013 Performance-

$1,139 , 900 Adjusted RS Us 59 , 956 20 14 Performance-

$1,902 , 404 Adjusted RSUs 235,224 2015 Performance-

$7 , 463 , 658 Ad ju sted RS Us -Stock-Ba sed 1 1 6 , 000 2015 P erfo rmance-$3,680,680 A dju sted RS Us -Cash-B ased 7,184 2014 PS 227,948 J ames F. P earson 30,337 RS s 962 , 593 24 , 914 2013 Performance-790 , 521 Ad j usted RS Us 65 , 336 2014 Per fo r mance-$2,073 , 111 Adjusted RS Us 79 , 2 4 2 20 1 5 Perform ance-$2,5 14 , 349 Adjusted RS Us -Stock-Based 39 , 806 2015 Performance-

$1 , 263 , 044 Adjusted RS Us -Cash-Based 7,842 2014PS s 248 , 827 Anthony J. A l exa nder 200 ,6 43 $37 .75 2/2512021 1 56, 00 6 20 1 3 Performan ce-$4,950,070 Adjusted RS Us 140 , 1 94 2014 Perform ance-$4 , 448 , 356 Adjusted RS Us 1 6 , 792 201 5 P erformance-

$ 532,810 Adjusted RS Us -Stock-Based 8,244 2015 Performance-

$ 26 1 ,582 Adjusted RS Us -Cash-Based 18 ,9 82 20 14 PS $ 602,299 Leila L. Vespo li 1 20 , 386 $37. 75 2/25/2021 38 , 1 47 2013 Performance-

$1 , 210 , 404 Adjusted R S Us 63 , 662 2014 Per formance-$2 , 019 , 995 Adjusted RS Us 72 , 706 2015 P erformance-

$2 , 306 , 961 Adjusted RS Us -Stock-Based 36 , 352 2015 Performanc e-$1, 1 53,449 Adjusted RS Us -Cash-Based 7 , 509 2014 PS 238 , 261 94 FirstEner!1v Corp. 2016 Proxy Stateme nt Table of Contents Number of Securities Unde rl ying Unexercised Options (#) James H. Lash 80 , 257 Donald R. Schneider 0 tion Awards Stock Awards Number of Securit i es Underlying Unexercise d Options(#) (Unexerclsab l e)(l) Equity Incentive Plan Awards: Number of Unearned Number of Shares or Units of Market Va lu e Shares, of Shares or Units or Units of Other Rights Oplion Stock That Stock That Exe rcis e Option Have Not Have Not Price Expiration Yel Vested Grant Vested ___QL_ Date ---1!!!l!L_

Type(3) (S)(4) $37.75 2/25/2021 That Ha ve Not Yet Vested (#)(2)(5) 27 , 404 45 , 736 41 , 796 21,068 80,257 $37.75 2/25/2021 12 ,938 RS $ 410 ,5 23 5,472 25,910 43 ,2 42 38 , 554 1 9 , 432 5 , 174 Equily Incentive Plan Awards: Market or Payout Value of Unearned Shares , Units or Other Rights That Have Not Yet Vested Grant Type(6) !S)(4l 2013 Performance-869,529 Adjusted RS Us 2014 P erformance

-$1 , 451 , 203 Adjusted RSUs 2015 Performance-

$1 ,3 26 , 187 Adjusted RS Us -Stock-Based 2015 Performance-

$ 668 , 488 Adjusted RS Us -Cash-Based 2014 PS 173 , 627 2013 Perfonnance-822, 124 Adjusted RSUs 2014 Performance-S I ,3 72 , 069 Adjusted RSUs 2015 Pe rformance-

$1 , 223 , 318 Adjusted RS Us -S t o c k-B ase d 2015 Performance-s 6 1 6,577 Adjusted RSUs -Cash-Based 2014 PS $ 164 , 171 ( 1) The stock option awards set forth in the Number of Securities U nderlying Unexercised Options Unexercisable column were awarded in 2011 as a result of our merger w ith A YE. V e s ting dat e s a r e as foll ows: M s. V e s p o li (D ecem b er 31, 2016); anu M1. S c hneiue1 (De c embe r 31, 2016). (2) The number of shares set forth in both the Number of Shares or Units of Stock that have not yet Vested and the Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not yet Vested columns include all dividends earned and reinvested through December 31, 2015. (3) The restricted stock (RS) awards set forth in the Grant Type column are described in the CD&A and Grants of Plan-Based Awards narrative section of this proxy statement.

Vestin g dates are as follows for the RS awards: Mr. Pearson (October 30 , 2019) and Mr. Schneid e r (December 19 , 2 016). (4) The va lues set forth in both the Market Value of Shares or Units of Stock that have not vested and the Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not yet Vested columns are determined by multiplying the number of shares or unit s by our common stock closing price of$31.73 on December 31 , 2015. (5) The number of shares or units set forth in the Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not yet Vested column is based on maximum performance at 150% for 2013 performance-adjusted RS Us, maximum performance at 200% for 2014 and 2015 performance-adjusted RS Us, and threshold performance at 50% for 2014 performance shares (PS). ( 6) The awards set forth in the Grant Type column are described in the CD&A and Grants of Plan-Based Awards narrative section of this proxy statement.

The vesting dates are as follows: 2013 performance-adjusted RSU (March 1 , 2016); 2014 performance-adjusted RSU (March 1 , 2017); 2015 performance-adjusted RSU -based (March 1 , 2018); 2015 performance-adjusted RSU -cash-based (March 1, 2018); and 2014 performance shares (PS) (December 3 1, 2016). 95 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents Option Exercises and Stock Vested in 2015 The following table summarizes the options exercised and vesting of stock awa rds held by our NEOs during 2015. Number of Shares Acquired on Value Realized on Name Vesting(#)(!)

Award Type Vesting ($)(2) Charles E. Jones 22 , 334 2012 Performance-Adjusted RS Us $773,656 2 , 965 20 I 3 Performance Shares $94 , 629 39 , 068 Restricted Stock $I ,377, 567 James F. Pearson 5,914 20 12 Performance-Adju sted RS Us $20 4 , 880 2,053 20 I 3 Performance Shares $65,529 Anthony J. Alexander I 34,287 20 12 Performance-A djusted RS Us $4,65 I ,7 04 13,712 20 I 3 Performance Shares $437,559 I 16 , 006 Restricted Stock $4,200,033 Leila L. Vespoli 23 , 715 2012 Performance-Adjusted RSUs $821,490 3 , 099 20 I 3 Performance Shares $98,905 39 , 068 R estric ted Stock $1 , 377,567 James H. Lash 17 , 036 2012 Performance

-Adjusted RSUs $590, 160 2,258 20 I 3 Performance Shares $72,082 Donald R. Schneider I 6,107 2012 Performance-Adju s ted RS U s $557,963 2,135 20 I 3 Performance Share s $68 , 151 (I) The number of shares set forth in the Number of Shares Acquired on Ve s ting column reflect the number of 2012 performance-a djusted RSUs which vested on March I , 20 I 5; the number of 2013 performance s hare s which vested on December 31 , 2015; the restricted stock which vested for Mr. Jones and Ms. Vespoli on March I , 2015; and the restricted stock which vested for Mr. Alexander on May I , 2015, in conjunction with the Alexander Agreement.

The number of shares includes dividend equiva l ent units earned and reinvested through the vesting date. The number of shares were rounded down and any fractional shares were paid in cash. (2) The amounts set forth in the Value Reali zed on Vesting column are based on the closing stock price on the vesti ng date ($34.64 for 2012 performance-adjusted RSU s; $31.91 for 2013 performance s hares , $35.26 for restricted stock for Mr. Jone s and Ms. Vespoli, and $36.21 for re st ricted stock for Mr. Alexander) multiplied by th e number of shares vested. The pcrformnncc

-adju s tcd RS U s were paid at I 00 percent of target. 96 Corp. 2016 Proxy Statemen t Table of Contents 4 Cariptr.lo Post-Employment Compensation Pension Benefits as of December 31, 2015 The following table provides infonnation r egarding the pen sion b enefits of our NEOs as of December 31, 2015. Name(I) C h arles E. Jones James F. P earson Anthony J. Alexander Leila L. Vespoli James H. Lash Donald R. Schneider Plan Name Qualified Plan Nonqualified (Supplemental)

Plan Supplemental Exec u tive Retirement Plan Total Qualified Plan Nonqualified (Su pplemental) Plan Supplemental Exec uti ve Retirement Plan Total Qualified Plan Nonqualified (Supplemental)

Plan Supplemental Executive Retirement Plan Total Qualified Plan Nonqua l ified (Supplemental)

Plan Supplemen t a l Executive Retir emen t Plan Total Qualified Plan Nonqualified (Supplementa l) Plan Supplemental Executive Retirement Plan Total Qualified Plan Nonqua l ified (Supplemental)

Plan S uppl emental Executive Retirement Plan Total Number of Yea r s of Credited Service (#) 37 39 43 3 1 26 33 Present Value of Accumulated Benefit ($)(!) $ 2,075, 184 $ 7 ,833, 467 $ 824,314 $ 10 , 732,965 $ 2 , 114,710 $ 4 , 820 , 591 $ 0 $ 6,935 , 30 I $ 2,097 ,563 $ 31,496 , 276 $ 0 $ 33 , 593 , 839 $ 1 ,648 , 495 $ 7,63 7 , 62 1 $ 880 , 893 $ 10,167,009

$ 1 , 527 ,333 $ 4,385 , 169 $ 0 $ 5 ,912,502 $ 1,536 , 445 $ 4 ,385,04 0 $ 0 $ 5,9 21,4 8 5 Payments During Last Fisca l Year($) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 87 ,23 4 $ 1 ,326,2 06 $ 0 $ 1 , 413 , 440 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 (I) The amounts set forth in the Present Value of Accumu l ated Benefit co lu mn are determined as of December 31, 2015 , u si ng the fol l owing assumptions:

Decemb er 31 , 2015 discount rate of 4.5%, the RP-2 014 mortality table projected generationally using the intermediate scale from the Social Security Administration

's 2014 Trustee's Report for males and RP-2014 mo r tality table with blue collar adjustment projected generationally using the intermediate scale from the Social Security Administra ti on's 2014 Trustee's Report for fema l es and retirement at the ea rl iest unreduced age. The amounts for Mr. Alexander are determined as of his date of departure , May I , 20 1 5. Pension Benefits Qualified and Nonqualified Plans We offer a qu a lified and nonqualified (supplementa l) pl an to provide retirement b enefits to all of our NEOs. We pay the entire cost of these plans. Retirement benefits from the qualified plan provided under the FirstEnergy Corp. Master Pension Pl a n (later referred to as the Pension Pl a n) are calculated u s ing pension a bl e earni ng s up to the applicable federal and plan limit s. As describ ed earlier in the CD&A, the Pen sio n Pl a n was amended to provide a cash-balance formula for all emp lo yees hir ed or rehired on or after January I , 2014. In conjunction wit h the new cash-balance formula , your Company adopted a new nonqualified su pplem e nt al plan, w hich will 97 Corp. 2016 Proxy Statement Table of Contents 4 Eaecuth'..t' Cor1perw1ion provide a benefit, b ased upon the cash-balance fo rmula , to e ligibl e executives hired o r rehired on or after January I , 2014, but without th e restriction of federal and plan limits that apply under the qu a lifi ed pension plan. The supplemental plan provided under the EDCP provides a benefit based up on the formula used in the qualified plan but is ca lcul ated using a ll pensionable earnings without the restrictions of federal and plan limits. The retirement b ene fit from the qualified and nonqualified plans pro v id ed to our NEOs is the greater benefit detennined using t h e following two formulas:

1. Career Earnings Benefit Formula: A fixed (2.12 5 percent) factor is appl i ed to th e executive's total career earn in gs to det ermi ne the accrued (age 65) career earnings b e n e fit. Pen s ion a bl e ea rning s und er the career earn ing s formula generally include b ase earnings, ann u a l in cent i ve awar ds , and other si mil ar compensation.

2. Adjusted Highest Average Monthly Base Earn in gs Benefit Fonnula: The b enefit is equal to the sum of A and B where A is the highest average monthly b ase ea rnin gs (later referred to as H AMBE) times the sum of:

• 1.58 percent time s th e first 20 years of benefit serv ice ,

• I .1 8 percent times the next 10 years of b enefit serv ice ,

• 0.78 percent time s the next 5 yea rs of benefit service, and

• 1.10 p e rcent times each y ear of benefit serv i ce in exce ss of 35 years. and Bi s an a mount equal to 0.32 percent times number of years of serv i ce (up to 35 yea r s) times the diff ere nce between th e HAMBE and the l esser of 1 50 percent of covered compensation or the So cia l Security Wage Ba se, exce pt that B cannot b e le ss than zero. The HAMBE for the qualified plan are the highest 48 consecutive months of base earnings the executive had in the 120 months immedi a tely preceding retirement or other tennination of emp lo yment. Pensionable earnings under the qualified plan HAMBE formula ge n era ll y include ba se earnings and d efe rred compensation af ter 2004. Th e p e n s ionable earnings under the nonqualifi e d plan HAMB E formula are the sa me as the qualified plan de s cribed a bo ve except t hat deferred compensation exc luded under the qualified plan , annual incentive awards that are paid or deferred , other awards , and accrued unused vacation paid at termination are included.

Covered compensation represents the average (wi th out indexing)

Social Security Taxable Wage Base in effect for each calendar year during the 35-year period that ends when the executive reaches the Social Security normal retirement age. Under the Pension Plan , nonnal retirement is at age 65 and the completion of five years of eligibility service. The earliest retirement is at age 55 if the employee h as at least 10 years of eligibility se rvice. Mr. Jones , Mr. Pearson, and Mr. Lash are currently eligible for a n unreduced pension benefit , as was Mr. Alexander at the time of hi s date of departure (May I , 2015). Ms. Vespoli is c urr e ntly eligible for a reduced pen s ion benefit based on the Ear l y Retirem e nt Reduction Table below , and M r. Schneide r will bec ome e ligible when he turns 5 5 i n 2016. The earli e st retir e ment age without reduction for the qualified plan is age 60. If pa y ment begins at age ... 60 and up 59 58 57 56 55 Early Retirement Reduction Table 98 The benefit is multiplied by 100% 88% 84% 80% 75% 70% FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 E ucutn Cornptl" The accrued benefits vest upon the completion of five years of service. The benefits generally are payable in the case of a married employee in the fonn of a qualified spouse 50 percent joint and survivor annuity or in the case of an unmarried employee in the fonn of a single life annuity. The unmarried employees can designate a non-spouse beneficiary to receive up to a I 00 percent joint and survivor annuity depending upon the spousal beneficiary

's age. For the married employee, there also is an option to receive the benefit as a joint and survivor annuity with or without a pop-up provision or a period certain annuity. The annuity provides a reduced monthly benefit, payable to the employee until death. If a joint and survivor annuity is chosen, the employee's named beneficiary will receive 25 percent, 50 percent , 75 percent, or I 00 percent of the employee's benefit based on the employee's and the beneficiary

's ages and the percentage to be continued after the employee's death. Under the pop-up provisions, the monthly payment to the employee "pops-up" to the single life annuity amount if the beneficiary predeceases the employee.

The period certain annu ity provides a reduced benefit for the life of the employee and continues the benefit to the named beneficiary for a guaranteed period if the employee's death occurs before the end of the 5, 10 or 15 year period, as elected. No further payments are mad e if the employee's death occurs after the end of the period. Supplemental Executive Retirement Plan (SERP) In addition to the qualified and nonqualified plans , certain NEOs may receive an additional nonqualified benefit from the SERP. Currently, only five active employees are eligible for a SERP calculation upon retirement , and no new participant s have been provided eligibility since 2001. In 2014, the Committee formally closed the SERP to new entrants.

Mr. Jones and Ms. Vespoli are participants in the SERP. Although Mr. Alexander was a participant in the SERP prior to his departure from the Company, given his age and length of service with your Company, the SERP provides him no additional retirement benefits.

Mr. Pearson , Mr. Lash, and Mr. Schneider are not participants in the SERP. The NEOs who are particip ants in the SERP, or the NEO's surviving spouse, are eligible to receive a supplemental benefit after termination of employment due to retirement , death , disability, or involuntary separation.

Whether or not a supplemental benefit under the SERP will be paid is determined in accordance with, and shall be non-forfeitable , upon the date the NEO terminates employment under the conditions described in the following sections:

Retirement Ben efit An eligible NEO who retires on or after age 55 and who has completed I 0 years of service will be entitled to receive , commencing at retirement, a monthly s upplemental retirement b e nefit und e r th e S E RP e qu a l to (a) 65 p erce nt o f the a vera g e of the highest 12 consecutive full months of base salary earnings paid to the NEO in the 120 consecutive full months prior to termination of employment, including any salary deferred into the EDCP or the FirstEnergy Corp. Savings Plan , but excluding any incentive payments , or (b) 55 percent of the average of the highest 36 consecutive full months of base salary earnings and annual incentive awards paid to the NEO in the 120 consecutive full months prior to termination of employment, including any salary deferred into the EDCP and FirstEnergy Corp. Savings Plan, whichever is greater, multiplied by the number of months of service the executive has completed after having completed I 0 years of service, up to a maximum of 60 months, divided by 60, less: I. The monthly primary Social Security benefit to which the executive may be entitled upon retirement (or the projected age 62 benefit if retirement occurs prior to age 62), irrespective of whether the executive actually receives such benefit at the time ofretirement , and 99 Corp. 2016 Proxv Statement Table of Contents 4 Eiecutl\'t'

2. The monthly retirement income benefit to which the executive may be entitled upon retirement under the Pension Plan and EDCP, calculated based on the NEO's marital status at the time of such retirement as follows:

• In the case of a married NEO in the form of a 50 percent joint and survivor annuity.

• In the case of an unmarried NEO , in the form of a s ingle life annuity. For a NEO who retires prior to attaining age 65 , the net dollar amount above s hall be reduced further by one-fourth of I percent for each month the commencement of benefits under the SERP precedes the month the executive attains age 65. D e ath B e n e fit If a married NEO dies , 50 percent of the NEO's supplemental retirement benefit actuarially adjusted for the NEO's and spouse's ages will be paid to the NEO's surviving spouse. In general, payment will begin the first of the month following the later of the date the NEO would have attained age 55 or death and continue for the remainder of the surviving spouse's life. If the NEO had at least 10 years of eligibility service before January 1 , 2009 , the payment will begin on the first day of the month following the NEO's death. For a NEO who dies prior to attaining age 65 , the benefit shall be reduced further by one-fourth of 1 percent for each month the commencement precedes the NEO's attainment of age 65 , with a maximum reduction of 30 percent. Disability B e nefit A NEO tenninating employment due to a disability may be entitled to receive a monthly supplemental retirement benefit under the SERP. If ap plic a ble , SERP payments will commence on the first of the month following the NEO's attaining age 60 ifthe disability termination occurs before age 55. If the disability terminations occurs on or after the NEO attains age 55, applicable SERP payments will begin the first of the month following tennination.

The retirement benefit will equal the greater of 65% of the NEO's base salary earnings as set forth in (a) of the Retir ement B e n efit section above, or 55% of the NEO's base salary earnings plus their annual incentive awards as set forth in (b) of the Retirement B e n efi t section above. That amount will be reduced by disability benefits the NEO receives from Social Security , the FirstEnergy Corp. Master Pension Plan and the FirstEnergy Corp. Long Term Disability Plan. The disability benefit continues until the NEO attains age 65 or dies , whichever occurs first. Upon attaining age 65, benefits are calculated as described in the R etirement Benefit section above. In the event of death, benefits are calculated as described in the Death B enefit section above. Nonq ualified Deferred Compensation as of December 31, 2015 The following table summarizes nonqualified deferred compensation earned , contributed by , or on behalf of our NEOs during 2015. E ec ut lve R egis t ra n t Agg r ega t e Agg r ega t e Agg r ega t e Co ntribution s Contribut ion s Earnings Withdrawals

/ Balance at last in last FYE in last FYE in last FYE Distributions FYE Name {SHI) {$){2) {SH3) {SH4l {SHS) Charles E. Jones $ 0 $0 $ (23 , 179) $ 0 $ 808,376 James F. Pearson $ 242,037 $0 $ 145 , 762 $ 0 $ 2 , 530 , 388 Anthony J. Alexander

$ 0 $0 $ 397 , 515 $ (2,366 , 169) $ 6 , 798 , 781 Leila L. Vespoli $ 0 $0 $ 148,521 $ 0 $ 4 , 779 , 419 James H. Lash $ 0 $0 $ 67 , 657 $ 0 $ 3,016 , 740 Donald R. Schneider

$ 0 $0 $ 104 ,974 $ 0 $ 6,893, 127 100 I FirstEneri:iv Corp. 2016 Proxy Statement Tabl e of C ont e nts 4 Ccnpel:.S.!1icn (I) T h e amount s e t fo r t h in t h e Exe cuti ve Co n t ri b u t i o n s in l as t FYE co lumn fo r M r. Pea r so n in c l u de s th e d e f erra l of (i) 2 015 b ase sa l a r y in t he a m o unt of $1 27 , 2 4 2; (ii) 20 14 ST IP defer r e d i n 20 1 5 in t h e amo unt $90 , 339; and (ii i) 20 12 RS Us defe rr e d in 2 01 2 in the a m oun t of $2 4 , 456. T h e base sa l a ry a m o un t i s a l s o in c lud ed in the Sa l ary co lu m n of th e curre n t y ea r SCT. (2) There were no r e gistrant cont r i but io n s made in 20 1 5. (3) T he a m o unt s set for th in th e Aggr e ga te Ea rn ings in l ast F YE co lu m n inc lude a b ove-ma r ke t earni n gs w hi ch h ave b een r e p o r te d in t h e S CT as fo ll ows: Mr. Jones: $5 , 732; Mr. Pe a r son: $35 , 1 3 1; M r. Al exan d er: $89 , 1 8 1; M s. Ves p o li: $47, 5 3 1; Mr. L as h: $29,734; a nd M r. S c hn e id er: $67 , 9 5 8. T he co mp o unded a n n u a l ra t e of r e turn o n pr e-2 01 3 r e t ire m e nt a cc o unt s wa s 7.5 4%, a nd 5.54% on t he r e tir e ment acco un ts in 2013 a nd th e r ea ft e r. T he c omp o und e d a nnu a l rat e of r e turn o n stock acco unt s was -15.1 %, which includ es divid e nd s. (4) T he a m o unts s et fo rth in the A ggreg a te W ithd rawa l s/Di s tribut ion s co lu m n includ e amo unt s dis t ributed t o M r. A l exa nder in a c co rd a nce w ith his s p ec ifi ed d i s t ri buti o n e l ec ti o n s. (5) The a m o u nts se t fort h in th e Agg r ega t e B a l a n ce at l ast FYE co lu m n i n c lu de a m o un ts re p or t e d in th e S C T in p r i or yea r s. ED C P The EDCP i s a nonqualified defined contribution plan which provide s for the voluntary deferral of compensation.

Our NEOs may defer up to 50 percent of base salary, up to I 00 percent of STIP award s , and up to 100 percent of L TIP awards. Two in v e s tm e nt options are available under the EDCP. NEO s may direct deferrals of base salary and STIP awards to an annual cash retirement account , which accrues interest.

The interest rate changes annu a lly and is ba s ed upon the Moody's Corporate Long-Term Bond Yield Index rate (later referred to as Moody's). In 2015, the interest rate was b a sed on the Moody's rate plus one percentage point (5.54 percent) for accounts in 2013 or later and Moody's plus three percentage points (7.54 percent) for accounts prior to 2013. NEOs may direct deferrals of STIP awards and performance sh a re and performance-adjusted RSU L TIP aw a rds to an annual stock account. The stock accounts are tracked in stock units and accrue additional stock unit s ba s ed upon the pa y ment of di v idends. The stock accounts are valued at the fair market value of our common s tock. Pa y ment s m a de with respect to any dividend equivalent unit s th a t accrue after January 21 , 2014 will be paid in cash. In 2015 , the Compensation Committee approved two amendments to the EDCP. The first amendment , approved on January 19 , 2015, provides that payments made with respect to performance shares that are deferred into a participant's stock account on or after February 23, 2015 will be paid in cash instead of shares of common stock. In addition , the amendment provides that , with respect to future deferrals, if a participant has elected to receive a distribution of his or her stock account following a three-year deferral period and the participant terminates employment prior to the end of the three-year period , then the stock account distribution will be paid in cash in accordance with the payment terms of the participant

's retirement account. The second amendment, approved on July 20 , 2015, provides for, among other things , two primary revisions that are effective for deferral elections made on or after November 1 , 2015:

• P ar ti c i pa nt s m a y e l ct t o defer RS U s o nly to the s tock account, rather than to a separate RSU account , and

• Participants may no longer elect to receive a distribution after three years (or any later date specified by the participant , in the case of RSUs), as all amounts deferred to the stock account , including deferred RSUs, will be held in that account until separation from service , death, or disability, at which point it will be transferred to a participant

's retirement account and paid only in cash based on his/her distribution elections for the retirement account. NEOs may elect to receive distributions from the cash retirement accounts in any combination of lump sum payment and/or monthly installment payments for up to 25 years. Differing distribution elections may be made 101 FirstEneri:iv Corp. 2016 Pro xy Stateme n t Table of Contents 4 Elt!CIJ th't CCMper. 1ion for retirement, disability, and pre-retirement death. In the event of involuntary separation prior to retirement eligibility, the accounts accrued prior to January I , 2005, may be paid in a single lump sum payment or in three annual installments. Accounts accrued after January I, 2005, are paid in a single lump sum payment. Payments may not commence until separation from service. Amounts that were vested as of December 3 1 , 2004 , are available for an in-service withdrawal of the full account, subject to a l 0 percent pena l ty. There is no in-service withdrawal option for retirement accounts accrued after January l, 2005. For deferrals to the stock account prior to November 1 , 2015 , generall y , stock account distributions were made in a lump sum payment in the fonn of our common stock at the end of the three-year period following the initial deferral , unless further deferred.

If further deferred until termination or retirement (or for future deferrals, if tennination occurred prior to the end of the initia l three-year period , regardless of age at termination), the account was converted to cash, based upon the fair market value of the account at termination, and the balance was rolled over to the corresponding annual retirement account for distribution in lump sum or monthly installments as elected under the retirement account. Potential Post-Emplo y ment Pa y ments 2015 Post-Termination Compensation and Benefits The following table summarizes the compensation and benefits that would be payable to our NEOs in the event of a termination or follow ing a CIC absent a termination as of December 31, 2015. Involuntar y Termination Voluntary Separation Without Cause Following a Termination (Other Than Fo llowing a CIC Absent (Pre-retirement Retirement (1) For Cause) CIC a Termination Eligible)(!)

Death (1) Disability (1) Base Salary Accrued through Accrued Accrued Accrued through Accrued through Accrued Accrued through date of reti rement through through date date of change in date of termination through date date of date of of change in control of quali fying qualifying event termination control event termination Severance Pa y n/a 3 weeks of pay 2.99 times the n/a n/a n/a n/a for sum of base salary every full year plus target ann u a l of service STl P of which a (capped at a portion is payable maximum of in consideration 104 weeks), fo r the non-including the competition current clause<3> year, calculated using base salary at the time of severance<2> Banked Vacation Paid in a Paid in a Paid in a E ligible for a lump Paid in a lump s um Paid in a Paid in a lump sum lump sum lump sum sum payment at and valued b ased on lump sum lump sum and valued based and val ued and va lued termination ba se d 12/31/2008 base and valued and valued b ased on 12/3 I /2008 based on based on on 12/3 112008 salary based on on 12/31/2008 base sa lary 12/31/2008 12/31/2008 base salary 12/31/2008 ba se salary ba se sa lary base sa la ry base salary 102 FirstEnergy Corp. 2016 Proxy Statement Table of Contents 4 E,;ecut i ti'f' Involuntar y Termination Voluntary Separation Without Cause Following a Termination (Other Than Following a CIC Absent (Pre-retirement Retirement Pl For Cause) CIC a Termination Eligible)

(1) Death Pl Disabilit:y Pl Health and May continue Provided at Based on the Provided at active Forfeited Survivor Health and Wellness Benefits either through active employee terms of the C I C employee rates health and wellness unsubsidized rates for Severance Plan (S) for the length of wellness provided as COBRA or in the severance period employment provided as eligible FE Access Plan (4) eligible STIP Award 1 ssued a prorated Issued a prorated Issued a prorated Eligib le for a Issued a Issued a Issued a award based on award based award at target full or prorated prorated award prorated prorated full months of on full months based on full awa rd based on based on full award based award based on service and based of service and months of service full months of months of service on full full months of on actual based on actua 1 se rvice months of service and performance performanc e service based on actual performance Performance Issued a prorated Issued a prorated Is s ued 100% of Eligible for an Forfeited Issued a Issued a -Adjusted RSUs award based on award based on shares and all award based on prorated prorated award (Stock-Based full months of full months of dividends earned future award at based on full and serv ice and based service and employment target value months of Cash-Based) on actual based on actual through the based on full service and performance performance (6) vesting date months of based on actual service performance Performance Issued a prorated I ss ued a prorated Issued I 00% of Eligible for an Forfeited I ss ued a Issued a Shares award based on award based on shares and all a ward based on prorated prorated award full months of full months of dividends earned future award bas ed based on full service and based service and employment on full months of on actual based on actual through the months of service and performance performance (6) ves ting date service based on actual performance Restricted Forfeited or vest, Forfeited or Issued I 00% of Eligible for an Forfeited Issued Issued 100% Stock as described prorated , as shares and all award 100% of of shares and below(7) described dividends earned based on future shares and all dividends below(&) employment all dividends earned through the earned vesting date Unvested Stock Forfeited Vest on a Fully vest and Eligible for an Forfeited Vest on a Vest on a Options prorated basis must be exercised award based on prorated prorated basis and must be within 5 years of future basis and and must be exercised within the date of employment must be exercised 5 years of the termination or through the exercised within one date of the date of vesting date within one year of termination or expiration , year of termination date of whichever occurs termination expiration, earlier whichever occurs earlier 103 FirstEner!lY Corp. 2016 Proxy Statement Table of Contents Vested EDCP Additional Age and Service for Pension , EDCP & Benefits Reimburse Code Section 280G Retirement (I) Payable as elected n/a No Involuntary Separation (Ot h er Than For Ca u se) Payable as elected n/a No 4 Elt!C:utrl'f' CCMpl!r. Termination Without Ca u se Fo llo w ing a Following a CIC Absent C IC a Termi n ation Payable as Payable upon e l ected termination Three years n/a No No I) Benefits provided in these scenar i os are provided to al l employees on the same terms , if app li cab le. ion 2) Under t h e terms of his departure, Mr. Alexander did not receive severance payments under the Ex i st in g C I C Plan. Vo luntar y Terminat i on (Pre-ret ir ement Eligib l e) (1) Payable in a lump sum upon termination n/a No 3) Excl u ding Mr. Jones, who elected not to participat e , the NEOs were all partic ip ants in the Existing CIC Plan in 2015. Death (I) Disability (I) Payable to Payable as survivor as e l ected electe d n/a n/a No No 4) Act i ve e mpl oyee h ea lth and we lln ess benefits are p rovided under the Severance Pl an for the severance period , wh i ch i s eq u al to three weeks for every year of service , inc lud ing th e current year (52 week minimum and 104 week maximum). 5) Al l NEOs , except Mr. Schneider , are eligible for retirement and would receive retiree health and we lln ess benefits irrespective of a CIC. 6) Under th e terms of his departure , Mr. A l exande r received a pro rata p o rti on of bis outstanding perform ance-adj u s ted RSU awards and performance share awards, s ubje ct to the ac hie ve ment of t h e performance targets and in return for a com pl ete rele ase as provided in the award ag r eemen t s. 7) The r estr i c t ed stock award gra nt ed to Mr. Schneider in 2006 was structured to fully vest upon his retirement, alt h o u gh he is n o t yet retirement elig ibl e. 8) Assuming the perform a nce hurdle is met , the r es tricted stock award gra nted to Mr. Pear so n in 2015 wo uld be pror ated b ased on full months of se r v ice. However , as of De cem ber 31 , 2015, th e per formance hurdle h as not been met. The r estricted stoc k award gra nted to Mr. Schneid e r in 2006 wo uld be prorated b ase d on the number of full months of serv ice divided by t h e t ota l num ber of months in the grant. The potential post-employment p ay ment s di sc us se d below disclose the estimated payments and b e nefits pa y able to the NEOs upon certain triggering events repre se nting the enhanced or accelerated value of payment s and benefits and do not include pr ev iously-earned and vested amounts payable to the N EOs r ega rdles s of th e applicable tri gge ring event that have been accrued but not yet paid. The post-termination benefit calculations are based on the following assumptions:

• The amounts di sc l osed are estimates of the amounts which would b e pa i d out to the NEOs ba se d on the triggering event. The actua l amounts can b e d ete rmin e d only at the time o f pa yme nt.

• The amounts disclosed do not include benefits pro v ided under the qualified plan , nonqualified supplemental pl a n and SERP as described in the Pension Benefits se ction and s hown in the Pen s ion Benefits table (at the earliest commencement date without reduction) earlier in t hi s proxy statement , unless expressly noted.

• The amounts disclo se d do not include compensation pre v iou s ly earned and deferred into the EDCP. The year-end account balance s of the NEOs in the E DCP are set forth in the Nonqua li fied Deferred Compensation table earlier in thi s prox y statement.

These amo unts a re p aya ble to the NEO b ased on th e distribution elections m a de b y the NEO at the time the deferral was elected.

• December 31 , 2015 , is the last day of emp lo yment. 104 Corp. 2016 Proxy Statement Table of Contents 4 E ncuth't! CC!r"lper...>.rllcn

• All emp loyees , including the NEOs , are eligible for a full year payout based on actual performance under the STIP if they are employed on December 31 , 2015. The 2015 STIP amounts are provided in the Non-Equity Incentive Plan Compensation column of the SCT.

• The LTIP and Other Equity Awards table below includes stock options , perfonnance shares, perfonnance

-adjusted RSUs , and restricted stock.

• The closing common stoc k price on December 31 , 2015 , the last trading day of the year ($31. 73), is applied to value stock options , performance shares, perfonnance-adjusted RSUs , and restricted stock.

• Actual performance is utilized for the 2013-2015 performance shares and performance-adjusted RSUs. Target payout is assumed for the 2014-2016 performance shares and performance-adjusted RSUs.

• Health care amounts are not provided in most cases since they are available to all employees under the same circumstances.

Retirem e nt/Voluntary Termination In the event of an NEO's retirement or vo luntary termination, other than Mr. Schneider who is not yet retirement eligible , as of December 31, 2015, the NEOs outstanding equity awards wou ld be prorated and vest based on actual performance as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the LTIP and Other Equity Awards table below. The present value of the Qualified Plan , Nonqualified Supplemental Plan, and SERP benefits as shown in the Pension Benefits table reflects commencement of retirement benefits at the NEOs' earliest age necessary to receive pension benefit s without reduction. Messrs. Jones , Pearson , Alexander, and Lash have reached the age and service requirements needed to receive pension benefits without reduction. Ms. Vespoli and Mr. Schneider do not meet the age requirement needed to receive pension benefits without reduction; however they are entit l ed to accrued and vested Qualified Plan , Nonqualified Supplemental Plan , and SERP benefits (for Ms. Vespoli) as show n in the Pension Benefits table. If Ms. Vespoli commences her reduced pension benefit immediately upon termination, the present value of the pension benefits reflected in the Pension Benefits table would increase by $1 , 691 , 800. Mr. Schneider was not yet retirement eligible as of December 31, 2015. Involunta ry Separation In the event of an involuntary separation , the CEO's severance benefits, if any , would be determined by the Committee and approved by your Board. Under the tenns of his concluded service , Mr. Alexander did not receive any payments under the Severance Plan in connection with his conclusion of service in 2015. The other NEOs are covered under the Severance Plan. Under the Severance Plan , executives are offered severance benefits if involuntarily separated when business conditions require the closing of a facility, corporate restructuring , a reduction in workforce, or job e l imination.

Severance is also offered if an executive rejects a job assignment that would result in a material reduction in current base pay; contains a requirement that the executive must make a material relocation from his or her current residence for reasons related to the new job; or results in a material c h ange in the executive's daily commu t e from the executive's curre n t residence to a new r epo r ti n g lo c ation. Any r eass i g n ment which results in the distance from the executive's current residence to his or her new reporting location being at l east 50 miles farther than the distance from the executive's current residence to his or her previous reporting location is considered material.

The Severance Plan provides three weeks of base pay for each full year of service with a minimum of 52 weeks and a maximum severance benefit of 104 weeks of base pay. In the event of a December 31, 2015 involuntary separat ion , severance pay would be provided as follows: Mr. Jones -$2 , 200,000; Mr. Pearson -$1 , 270,000; Ms. Vespoli -$1 , 305 , 577; Mr. Lash -$870,000; and Mr. Schneider

-$1,018 , 558. If Ms. Vespoli commences her reduced pen sion benefit immediately upon 105 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents termination , the present value of the pension benefits reflected in the Pension Benefits table would increase by $1,691,800. Each of the NEOs would also be provided prorated vest ing for certain outstanding equity as described in the 2015 Post-Termination Compensation and Benefits table and quantified in the L TIP and Other Equity Awards table. Termination Following a CIC As described above , the NEOs, excluding Mr. Jones, were participants in the Existing CIC Plan in 2015. Under the Exist ing CIC Plan, certain enhanced benefits would be provided in the event of a termination without cause or for good reason within two years following a CIC. Under the 2007 Incentive Plan and the 2015 Incentive Plan, it is our customary practice to require a qualifying tennination of employment for acceleration of the vesting of equity awards in the event of a change of control rather than providing for accelerated vesting solely upon a change of control. In the event a NEO accepts benefits under the Existing CIC Plan, the NEO would be prohibited for two years from working for or with competing entities after receiving severance benefits pursuant to the Existing CIC Plan, and would be prohibited from disclosing trade secrets or other confidential infonnation indefinitely.

Generally, pursuant to the Existing CIC Plan and the 2007 Incentive Plan and the 2015 Incentive Plan, a CIC i s deemed to occur: (1) If any person acquires 25 percent or more of our voting securities (excluding acquisitions (i) directly from us , (ii) by us , (iii) by certain employee benefit plans, and (iv) pur sua nt to a transaction meeting the requirements of item (3) below, or (2) If a majority of our directors as of the date of the agreement are replaced (other than in specified circumstances), or (3) The consummation ofa major corporate event (defined to include reorganizations and certain asset sales) unless, following such transaction: (a) The same person or persons who owned our voting securities prior to the transaction own more than 60 percent of our voting securities prior to the transaction , (b) No person or entity (with certain exceptions) owns 25 percent or more of our voting securities, and (c) At least a majority of the directors resulting from the transaction were directors at the time of the execution of the agreement providing for such transaction , or (4) Tf our shareholders approve a complete liquidation or dissolution. For a complete CIC definition see the Existing CIC Plan and the 2007 Incentive Plan and the 2015 Incentive Plan. The CIC severance benefits are triggered only ifthe individual is tenninated without cause or resigns for good reason within two years following a CIC. Good reason is defined as a material change, following a CIC, inconsistent with the individual

's previous job duties or compensation.

The 2007 Incentive Plan and the 2015 Incentive Plan only provides a term in ation without cause provision and does not have a good reason definition for the accelerated vesting of the equity awards. We do not gross up equity or cash awards to cover the tax obligations for executives.

In the event of a December 3 I, 2015 qualifying termination following a CIC, compensation in an amount equal to 2.99 multiplied by the sum of the amount of annual base salary plus the target annual STIP amount in the year during which the date of termination occurs, whether or not fully paid , will be provided as follows: Mr. Jones -$0 due to his waiver of benefits; Mr. Pearson -$3,607,435; Ms. Vespoli -$4,037,995; Mr. Lash$2 , 948 ,1 40; and Mr. Schneider

-$2,719,405.

Additionally, the increase in the present value of the benefits under 106 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents the Nonqualified Supplemental Plan and SERP based on the tenns of the CIC Severance Plan , as applicable would provide three additional years of age and service quantified as follow s: Mr. Jones -$0 due to his waiv e r of benefits; Mr. Pearson -$316 , 214; Ms. Vespoli-$705 , 267; Mr. Lash$422 , 319 , a nd Mr. Schneider

-$1 , 507 , 126. Each of the NEOs would a l s o be provided additional a ccelerated ve s ting following a termination for certain outstanding equity as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the L TIP and Other Equity Awards table below. Excise tax and gross-up provisions are not provided under the Existing CIC Plan. D e ath & Di s abilit y In the event of an NEO's death or Disability (as defined in the applicable plan documents) as of December 31 , 2015 , each of the NEOs would also be provided additional accelerated vesting for certain outstanding equity as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the L TIP and Other Equity Awards table below. Long-Term Incentive Program (LT/P) and Other Awards In the event of an NE O's retirement or voluntary termination as of December 3 1, 2015, the NEOs would be provided vested outstanding equity or perfonnance cash awards as quantified in the Retirement/Voluntary Termination column of the LTIP and Other Awards table below. In the event of involuntary separation , termination without cause following a CIC, death, or Disability, the NEOs wou ld be provided additional accelerated vesting for certain outstand in g equity or performance cash awards based specifica ll y on the triggering event as quantified in the respective columns of the LTIP and Other Awards table below. Since 2010 , awards of performance-adjusted RSUs and performance shares require a termination without cause following a CIC for accelerated vesting. For purposes of the calculations in the table below, we have assumed the equity awards would be replaced by the successor prior to a termination without cause. Charles E. Jones James F. Pearson A nthony J. A lexander Leila L. Vespoli James H. Lash Donald R. Schneider<

Sl LTIP and Other Awards Additional Payments Due to Termination Retir e m e nt/ Termination Voluntary In vo lunt a r y Without Cause Termination Separation following a Death & (I) (2) CICC3l Disability (4) $3,604,264

$0 $4,5 I I ,323 $0 $2 , 301,969 $0 $2 , 871 , 151 $962 , 593 $9 , 213 , 585 n/a n/a $0 $2 , 657,543 $0 $1 , 759,463 $0 $1,845 , 277 $0 $1 , 671,309 $580 , 000 n/a $2 , 111 , 154 $3 , 251,383 $2 , 148 , 784 (I) The amounts set forth in the Retirement/Voluntary Termination column represent the estimated amounts that would be payable to the NEO as a result of retireme n t/vo lu ntary term i nation on De cember 3 1 , 201 5. L TIP awar d s are prora t e d based on full mon ths o f serv ic e. At th e t ime o f pay men t, th e L TI P awards w ill be adjusted for actual performance.

Un vested stock options and restricted stock are forfeited , including Mr. Pearson's performance-based restricted stock award. Mr. Lash's pe rfo rmance-based cash award is also forfeited.

Mr. Schneider was not eligible to retire as of December 31 , 2015 since he was only 54 years old. (2) The amounts set forth in the Involuntary Separation column represent the estimated additiona l amounts that wou ld be payable to the NEO as a result of a December 31 , 2015 , involuntary s everance. Un ve s ted stock options and L TIP awards are prorated based on full months of service. Mr. Pearson's based restricted stock award and Mr. Lash's performance-based cash award are prorated once the performance condition s have been met. However , as of December 31 , 2015 , the performance conditions have not been met. 107 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 CoMper:a..::

ior-Mr. Schneider's re stricted stock awa rd is pro-rated if he is terminated w ith o ut cause. At th e tim e of p ay m e nt , the LTIP awar ds w ill be adjusted for ac tu a l performance.

(3) The amounts set forth in the Termi n at i on Without Ca u se fo ll owing a C I C rep r esent the estimated additional amounts that wo uld b e payable to the NEO as a resu lt of the double trigger vest in g of awa rd s. Unvested restricted stock , unvested stock opt i ons , and L TIP awa rd s wo uld fully vest at t arge t in the even t of a t ermi n a ti o n without cause fo llo w ing a C I C. Ms. Vespoli a nd Mr. Schneider cur rentl y h ave un vested stock o pti ons that a r e underw ater based on the s h a re price at fiscal yea r-end. (4) The amo unt s se t forth in the Death & Di sa bility co lumn repre se nt th e amo unts th a t would be p aya ble to the NEO as a re s ult of a death or termination due to Disability.

L TIP awa rds a re prorated ba se d on full months o f service. In the event of a termination due to Di sa bility , the L TIP awards a re payable at the end of the performance p er i od and based o n actual performance. U n vested stock options are prorated based o n full month s of se rvice. All re s tricted stock awards fully ves t , including Mr. P ea r son's p erformance-ba se d re st ri c t e d stock awa rd. Mr. Lash's per formance-based cas h awar d becomes fully vested. Mr. Schneider's re s tri cted stock awa rd is pro-rated du e to death or dis a bility. (5) Since Mr. Schneider was not eligible to retire as of December 31 , 2015, the full value o f hi s payments are reflected in each column and are not additive.

108 FirstEner!:lY Corp. 2016 Proxy Statement Table of Contents 5 So<-"11ly lmportana

.or Security Ownership of Management The following table shows s hares of common stock beneficially owned (as beneficial owners hip is defined in Rule l 3d-3 under the Exchange Act) as of March 8, 2016, by each director, the NEOs , and all directors and execut i ve officers as a gro up. Shares Beneficially Percent of Name Class of Stock Owned(1)(2)

Class(3) Paul T. Add i son Co mmon JOO

• Anthony J. Alexander Common 718 , 350

• Michael J. Anderson Common 1 , 000

• William T. Cott le Co mmon 5,416

• Rob ert B. Heisler, Jr. Common 3,352

• Julia L. Johnson Common 23 , 4 60

• C harle s E. Jones Common 188,223

• Ted J. Kl e i s ner Com m o n 20,925

• Jam es H. Lash Common 156,361

• D o n a ld T. Misheff Com mon 0

• Thomas N. Mitchell Common 156

• Ernest J. Novak , Jr. Common 300

• Christopher D. Pappa s Common 16,474

• Ja m es F. P ea r son Com mon 96 , 682

• Lui s A. Reyes Common 30

• D o n a ld R. S c hneid e r Co mmon 30 , 339

• George M. Smart Common 9,521

• Dr. Jerry Sue Thornton C ommon 173

• Leila L. Vespoli Common 79 , 031

• All Dir ec tors a nd Exec utiv e Officers as a Group (26 people) Com mon 834 , 812 *(3) (I) The a m o unt s set forth in this column include any s h a res w ith r espect to w hich the executive officer , NEO or d ir ector ma y directly or indirectl y h ave so l e or s h ared voting or in ves tment power. The a m o unts a l so include s t ock options and/o r sha re s that h ave b een deferred as equivalent unit s under t he A YE Dir ector's Pl an a nd th e A YE DCD of which th e NE O or dire ctor h as the right to ac qui re beneficial ownership within 60 da ys of March 8, 2016, a nd are as follows: Alexander:

200 , 6 43 shares, John so n: 1 8 , 2 4 8 shares , Jones: 80,2 57 s hare s , Klei s n er: 9 , 586 shares , La s h: 80,257 s har es and all director s and exec uti ve officers as a gro up: 188,348 s hare s. Unless otherwise noted bel ow, each indi v idual or m e mb er of the group has so le voting and inve stmen t power w ith respec t to the s h a re s benefi c iall y ow ned. The amount for Mr. Alexander include s: 55 , 43 7 sha r es for one of his a dult children a nd 500 s h ares in o ne son's FirstEnergy Corp. Savings Plan. Mr. Alexander disclaim s b enefic i a l ownership of such s hare s. The amo unt for Mr. Jones include s: 8 , 842 sha r es in his wife's FirstEnergy Corp. Savings Plan , for which he has shared voting and investment p ower. The amount for Mr. Kleisner includes: 11,339 s h ares in a tru st account jointly he ld with hi s wife, for which he ha s shared voting a nd investment p ower. (2) Deferred shares and o th er amoun t s pay a bl e in stock un der the Director's Plan are he ld as stoc k units a nd are not beneficiall y owned (as beneficial owners hip is defined i n Rule 13d-3 under the Exchan ge Act), and are th erefo r e not includ e d in the t a ble a b ove. However , s uch stock units a r e counted for purposes of non-employee dir ec tor s h are ownership guidelines and tow ards the r eq uir e ment to own not le ss than I 00 s h ares within 90 days of e le ct ion. Th e stoc k unit holdings of the d i r ectors under the Direct or's Plan are as fo ll ows: Addison: 38 , 080, An d erso n: 31 , 11 9 , Cott l e: 29 , 276 , H eisler: 49 , 927, Johnson: 24,561 , Kl e i sner: 15 ,0 29 , Mi s heff: 15 , 029 , Mitchell:

6 59 , Novak: 44 , 300 , Papp as: 21 , 921 , Reye s: 10 , 173, Smart: 55 ,0 42 and Thornton:

4 , 0 69. (3) The p ercentage of sha r es b e n eficia ll y owned b y each director or execu ti ve officer , or by a ll dir ecto r s and exec u tive officers as a gro up , does not exceed one percent of the cla ss. 109 FirstEner!:lv Corp. 2016 Pro x y Statement Table of Contents 5 Oan!f\'1lp &. Olt1or lmpor1a 1*1 1 11tormat km Security Ownership of Certain Beneficial Owners Except as otherwise noted , the following table shows all persons of whom your Company is aware who may be deemed to be the beneficial owner (as beneficial ownership is defined in Rule I 3d-3 under the Exchange Act) of more than five percent of shares of common stock of your Company as of December 31 , 2015. Shares Beneficially Owned Percent of Common Shares Outstand i ng (5) Voting Power Number of Shares Name and Address of Beneficial Owner T. Rowe Price Associates, Inc. (l) I 00 E. Pratt Street Baltimore , MD 21202 State Street Corporation (2) State Street Financial Center, One Lincoln Street Boston , MA 02111 The Vanguard Group (3) 100 Vanguard B l vd. Malvern, PA 19355 BlackRock Inc. (4) 55 East 52nd Street , New York , NY 10055 57 , 411 , 572 31 , 035,986 29,495 , 851 28 , 799 , 717 Sole 13.5% 18 , 498,968 7.3% 0 6.9% 813,242 6.8% 25 , 265,585 (I) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 9 , 2016. (2) Based solely on the most recently available Schedule 13G filed with the SEC on February 12 , 2016. (3) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 10 , 2016. (4) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 10, 2016. Shared 0 31 , 035 , 986 42,000 21,427 Investment Power Number of Shares Sole Shared 57,336 , 722 0 0 31 , 035 , 986 28 , 675 , 684 820, 167 28,778,290 21,427 (5) Percentages of shares beneficially owned are calculated based on the total shares of common stock of your Company outstanding as of March 8 , 2016. 110 Corp. 2016 Proxy Statement Table of Contents 5 o.ne ..

l n*orntatibl' Compensat i on Committee Interlocks and Insider Participation No members of the Compensatio n Committee meet th e criteria to be co n sidered for an int e rlock or insider particip ation. Section 16(a) Beneficial Ownership Reporting Compliance Section I 6(a) of th e Exchange Act requ i res your Company's executive officers and directors to fil e initial reports of owne r shi p and reports of changes in ownership of yo ur Co mp any's common stock w ith the SEC and the NYSE. To your Company's knowledge , for the fiscal year ended December 31, 2015, all Section l 6(a) filing requireme nt s ap pli ca bl e to its executive officers and dir ec tor s we re satisfied except that D e nni s M. C h ack did not timely file one report for a purchase that occurred in November 2015. The pur c hase was s ub se quently report e d on a Form 5. Certain Relationships and Related Person Transactions Based on our size and varied busines s operations , we may engage in transactions (including any financial transaction , arrangement or relationship (including any indebtedness or guarantee of indebtedness))

with companies and other organizations in which a member of y our Board , executive officer, or such person's immediate family member also ma y be a board member , executive officer , or significant investor. In some of these ca ses, such person may have a direct or indirect mat er ial interest in the transaction with your Company. We recognize that related per so n transactions have the potential to create perceived or actual conflicts of interest and could create the appearance that decisions are based on considerations other than the best interests of your Company and its shareholders.

Accordingly, as a general matter , it is our preference to avoid related person transactions. However , there are situations where related per so n tran sa ctions may be in , or may not be incon s istent with, the best interests of your Company and its shareholders.

Your Board ha s determined that it is appropriate and necessary to have a process in place to identify and provide proper review of any related person transactions.

Based on the foregoing , your Board established a written Related Person Transactions Policy (later referred to as the Policy) that has been implemented by the Corporate Governance Committee , in order to effectuate the review , approval , and ratification process surrounding related person transactions.

This Policy supp l ements your Company's other conflict-of-interest policies set forth in the FirstEnergy Conflicts-of-Interest Policy , Code of Business Conduct , and the Board of Directors Code of Ethics and Business Conduct. Related person transactions may be entered into or continue only if a majority of the disintere s ted memb e rs of the Corporate Governance Committee or your Board approves or ratifies the transaction in accordance with the Policy. The Chair of the Corporate Governance Committee also has the delegated authority between meetings to review and detennine whether a transaction should be approved or ratified in accordance with the Policy. In making its decisions , the Corporate Governance Committee , Chair of the Corporate Governance Committee, or your Board will review current and proposed transactions by taking into consideration the Policy , which includes the definitions and terms set forth in Item 404 of Regulation S-K under the Securities Act. As part of the Policy , our management established written review procedures for any transaction , proposed transaction , or any material amendment to a transaction , in which we are currently, or in which we may be, a participant in which the amount exceeds $120,000 , and in which the related person , as defined in Item 404 of Regulation S-K , had or will have a direct or indirect material interest.

We also established procedures to allow us to identify such related persons. Any known related entities of the related persons are distributed to necessary business units so that senior management is made aware of a potential related person transaction or proposed 111 FirstEner!lY Corp. 2016 Proxy Statement Table of Contents S ln1por1t1f1'1 l n*!i r nt3t1oi* transaction involving your Company and a rel a ted entity , As applicable, management brings transactions to the attention of the Corporate Governance Committee, Chair of th e Corporate Govern a nce Committee , or your Board for its review , appro v al , or ratification, When reviewing a transaction , the Corporate Governance Committee , Chair of the Corporate Governance Committee , or your Board reviews the material facts of the related person's relationship to your Company , and his or her interest in the transaction , as well as the aggregate value of such transaction to the Comp a ny , Since January I, 2015 , we participated in the transactions described below , in which the amount involved e xceeded $120 , 000 and in which an y Board m e mbe r , Board member nominee, executive officer , beneficial owner of more than five percent of our common stock , or a member of the immediate famil y of any of the foregoing persons had or will have a direct or indirect m a terial interest Pursuant to the tenns of the Policy, the Corporate Governance Committee and/or the Chair of the Corporate Governance Committee ratified and approved the transactions described below , ML Kenneth A, Strah ser v es the Company as a Director of Revenue Operations and Customer Service Analytics , ML Kenneth Strah has been employed by your Company since 1980 , ML Kenneth Strah is the brother of ML Steven R Strah who has been an executive officer of the Company since February 2015 , From January I , 2015 through April I , 2016 , ML Kenneth Strah received compensation in the aggregate amount of approximately

$301 , 535 , which consisted of base s alary , the STIP paid in 2016 for 2015 perfonnance , and the grant date value of adjusted RSUs granted in 2015 under your Company's LTIP, ML Kennet h Strah's compensation is consistent with the tenns of your Company's compensation programs , No direct reporting relationship exists between ML Kenneth Strah and ML Steven Strah, ML Gary A Chack serves the Compan y as a Staff Environmenta l Coordinator, ML Gary Chack has been employed by the Company since 2005 , ML Gary Chack is the brother of ML Dennis M , Chack who has been an executive officer of your Company since June 2015, From January I, 2015 through April I , 2016, Mr, Gary A , Chack was paid compensation in the aggregate amount of approximately

$136 , 584 , which consisted of base salary and the STIP paid in 2016 for 2015 performance , ML Gary Chack's compensation is consistent with the terms of your Company's compensation programs , No direct reporting relationship exists between ML Gary Chack and ML Dennis Chack ML James A Jones serves your Company as a Distribution Technician , ML James Jones has been employed by your Company since 2005 , ML James Jones is the brother of ML Charles R Jones who is your Company's CEO , From January I , 2015 through April I, 2016 , ML James Jones was paid compensation in the aggregate amount of approximately

$121,463, which consisted of base salary and overtime, and the STIP paid in 2016 for 2015 perfonnance, ML James Jones' compensation is consistent with the terms of your Company's compensation programs , No direct reporting relationship exists between ML James Jones and ML Charles Jones, Since the be g innin g of 2015 , y our Compan y has paid approximatel y $60 million to Professional Electric Products Compan y (Pepco), a value-added packager and distributor serving a range of industries including the utility , electrical construction and industrial markets, Pepco has been a vendor to Company affiliates since 1999 , and in 2015 , your Company was Pepco's largest utility customer, ML Chris Bon sky , the son-in-law of our CFO, James F, Pearson, is employed as a sales representative for Pepco, ML Bonsky's responsibilities include account management for a Company program with purchases from Pepco totaling approximately

$IA million in 2015, ML Bonsky's compensation is not tied directly to sales to your Company or its affiliates

however, he is subject to a bonus that is determined with respect to Pepco's profitability overalL 112 FirstEner(

ly Corp , 2 016 Pro x y Stateme n t Table of Contents 5 5<-< Jrily O*M I>.

tn*orinatiur E quity Compensation Plan Information The following t a ble cont a in s information as of De c ember 31 , 2 015 , regarding compensation plan s for which shares of Fir s tEnergy common stock may be issued. Plan category Equity compensation plans approved by security holders Equity compen s ation plans not approved by security holders Total Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 5 , 298 , 005 (1) 0 5 , 298 , 005 Weighted-Average Exercise Price of Outstanding Options , Warrants and Rights $37.75 (2) N I A $37. 75 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) 9,912 , 357(3) 0 9 , 912 , 357 (1) Represents shares of common stock that could be issued upon exercise of outstanding options granted under the 2007 Incentive Plan and 2015 Incentive Plan. This number al s o include s 2 , 259 , 656 shares subject to outstanding awards of stock based RSUs granted under the 2007 Incentive Plan and 2015 Incentive Plan if paid at target for the three outstanding cycles, as well as 1,925 , 106 additional shares assuming maximum performance metrics are achieved for the 2013-2015 , 2014-2016 and 2015-2017 cycles of stock based RSUs , 11,505 outstanding EDCP related shares to be paid in stock and 439,616 shares related to the Director's Plan that will be paid in stock. Performance shares currently outstanding and cash based RSUs granted under the 2007 Incentive Plan and 2015 Incentive Plan , respectively , are payable only in cash and therefore have not been included in the table. Not reflected in the table are 749 , 849 stock options related to the Allegheny Energy , Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy, Inc.

Long-Term Incentive Plan and 27 , 537 shares related to the A YE Director's Plan and A YE DCD that will be paid in stock per the election of the recipient.

(2) Only FirstEnergy options were included in the calculation for determining the weighted-average exercise price. The weighted-average exercise price for options outstanding under the Allegheny Energy, Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy , Inc. 1998 Long-Term Incentive P l an was $51.20 as of December 31 , 2015. (3) Represents shares available for issuance , assuming maximum performance metrics are achieved (or approximately 11 , 837 , 463 available assuming p e r fo rm a n ce at t a rget) for the 2013 2015 , the 2014-2016 nnd the 2015-2017 c y cle s of s tock-ba s ed R S U s, with r e sp e ct t o futur e awa rd u n d er th e 201 5 Incentive Plan and future accruals of dividends on awards outstanding under the 2007 Incentive Plan and 2015 Incentive Plan. Additional shares may become available again under the 2007 Incentive Plan and 2015 Incentive Plan due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. In addition, nominal amounts of shares may be issued in the future under the A YE Director's Plan and A YE DCD to cover future dividends that may accrue on amounts previously deferred and payable in stock , but new awards are no longer being made under the Allegheny plans or the 2007 Incentive Plan. 113 FirstEner!lv Corp. 2 0 16 Pro x y Statement Table of Contents 2015 Utility Peer Group AMEREN CORP AMERICAN ELECTRIC POWER CO INC CENTERPOINT ENERGY INC CMS ENERGY CORP CONSOLIDATED EDISON INC DOMINION RESOURCES INC DTE ENERGY CO 2015 General Industry Peer Group 3MCO AIR PRODUCTS & CHEMICALS INC ALCOA INC ALTRIA GROUP, INC. AUTOMATIC DATA PROCESSING INC AUTON A TION, INC. A VON PRODUCTS INC BAXTER INTERNATIONAL INC BRISTOL MYERS SQUIBB CO COLGATE PALMOLIVE CO CONAGRA FOODS INC CUMMINS INC DEAN FOODS CO EATON CORP ECOLAB INC EMC CORP EMERSON ELECTRIC CO GENERAL MILLS INC GENUINE PARTS CO Appendix A DUKE ENERGY CORP EDISON INTERNATIONAL ENTERGY CORP EXELON CORP INTEGRYS ENERGY GROUP, INC.* NEXTERA ENERGY INC NiSOURCE INC GOODYEAR TIRE & RUBBER CO HALLIBURTON CO HONEYWELL INTERNATIONAL INC ILLINOIS TOOL WORKS INC INTERNATIONAL PAPER CO JABIL CIRCUIT INC JACOBS ENGINEERING GROUP INC KELLOGG CO KIMBERLY CLARK CORP L 3 COMMUNICATIONS HOLDINGS INC ELI LILLY & CO MARRIOTT INTERNATIONAL INC MEDTRONIC INC MOSAIC CO NAVISTAR INTERNATIONAL CORP NORFOLK SOUTHERN CORP NORTHROP GRUMMAN CORP OCCIDENTAL PETROLEUM CORP ONEOK INC PEPCO HOLDINGS INC PG&E CORP PPL CORP PUBLIC SERVICE ENTERPRISE GROUP SEMPRA ENERGY SOUTHERN CO XCEL ENERGY INC OWENS CORNING PACCAR INC PARKER HANNIFIN CORP PPG INDUSTRIES INC PROGRESSIVE CORP QUALCOMM INC RAYTHEON CO REYNOLDS AMERICAN INC SAIC, INC.* THE SHERWIN WILLIAMS CO STRYKER CORP TEXAS INSTRUMENTS INC TEXTRON INC TRW AUTOMOTIVE HOLDINGS CORP* TYSON FOODS INC UNION PACIFIC CORP WASTE MANAGEMENT INC WHIRLPOOL CORP XEROX CORP *Merger/acquisition occurred in 2015 resulting in the removal from the peer group beginning in fiscal year 2016. A-1 Table of Contents Appendix B Proposed Amendments to Amended Articles oflncorporation and Amended Code of Regulations relating to the replacement of existing supermajority voting requirements with a majority voting power threshold under certain circumstances Proposed Amendments to the Articles AMENDED ARTICLES OF INCORPORATION OF FIRSTENERGY CORP. *** ARTICLE IX Subject to any Preferred Stock Designation, to the extent applicable law permits these Amended Articles of Incorporation expressly to provide or permit a lesser vote than a two-thirds vote otherwise provided by law for any action or authorization for which a vote of shareholders is required, including, without limitation, adoption of an amendment to these Amended Articles of Incorporati9n, adoption of a plan of merger, authorization of a sale or other disposition of all.or substantially all of the assets of the Corporation not made in the usual and regular course of its business or adoption of a resolution of dissolution of the Corporation, such action or authorization shall be by stteh two-thirds v otea majority of the voting power of the Corporation and a majority of the votini: power of any class entitled to vote as a class on such proposal; provided.

however, that the Board of Directors may. in its discretion.

increase the voting requirement to two-thirds of the voting power of the Corooration and thirds of the voting power of any class entitled to vote as a class on such proposal; ttnless the Board ofDireetms of the Corporation shall provide other wise by 1esoltttion, then sttel1 action or attthoriz:ation shall be by the affinnative vote of the holders of sha1es entitling them to exercise a majoiity of the voting power of the Corpo1ation on stteh proposal and a n1ajo1ity of the voting powe1 of any class entitled to 1ote as a class on snC:h pidposal; provided, however; this-Article IX (and any resolution adopted pursuant hereto) shall not alter in any case any greater vote otherwise expressly provided by any provision of these Articles of Incorporation or the Code of Regulations.

For purposes of these Articles of Incorporation, "voting power of the Corporation" means the aggregate voting power of (1) all the outstanding shares of Common Stock of the Corporation and (2) all the outstanding shares of any class or series of capital stock of the Corporation that has (i) rights to distributions senior to those of the Common Stock including, without limitation, any relative, participating, optional, or other special rights and privileges of, and any qualifications, limitations or restrictions on, such shares and (ii) voting rights entitling such shares to vote generally in the election of directors.

AR'fICLEX Notwithstanding anything to the eontiary eontained in these A1ticles oflnco1p01ation, the affirmative of the holders of at least 80% of the voting powe1 of the Corporation, voting togethe1 as a single class, shall be reqttired to a1nend or repeal, or adopt any p1ovision ineonsistent with, A1tiele V, A1ticle VI, A1tiele VH, Attiele VHI 01 this Article JC, provided, howeve1, thatAttiele

)(shall not alter the voting entitleinent ofsha1es that, by virttte ofan:Y Prefened Stoek Designation, a1e expressly entitled to vote on any a1nend1nent to these A1tieles oflneorpo1ation.

• • • Proposed Amendments to the Regulations AMENDED CODE OF REGULATIONS OF FIRSTENERGY CORP. *** B-1 Table of Contents DIRECTORS

• • • 11. Number, Election and Terms of Directors.

Except as may be otherwise provided in any Preferred Stock Designation, the number of the directors of the Corporation will not be less than nine nor more than 16 as may be determined from time to time only (i) by a vote of a majority of the Whole Board, or (ii) by the affirmative vote of the holders of at least lffi% a majority of the voting power of the Corporation, voting together as a single class; provided, however, that the Board of Directors may, in its discretion, increase the voting requirement to two-thirds of the voting power of the Corporation.

Except as may be otherwise provided in any Preferred Stock Designation, at each annual meeting of the shareholders of the Corporation, the directors shall be elected by plurality vote of all votes cast at such meeting and shall hold office for a term expiring at the following annual meeting of shareholders and until their successors shall have been elected; provided, that any director elected for a longer term before the annual meeting of shareholders to be held in 2005 shall hold office for the entire term for which he or she was originally elected. Except as may be otherwise provided in any Preferred Stock Designation, directors may be elected by the shareholders only at an annual meeting of shareholders.

No decrease in the number of directors constituting the Board of Directors may shorten the term of any incumbent director.

Election of directors of the Corporation need not be by written ballot unless requested by the presiding officer or by the holders of a majority of the voting power of the Corporation present in person or represented by proxy at a meeting of the shareholders at which directors are to be elected. *** 13. Removal. Except as may be otherwise provided in any Preferred Stock Designation, any director or the entire Board of Directors may be removed only upon the affirmative vote of the holders of at least lffi'*ra majority of the voting power of the Corporation, voting together as a single class; provided.

however, that the Board of Directors may, in its discretion, increase the voting requirement to two-thirds of the voting power of the Comoration.

• • • GENERAL *** 36. Amendments.

Except as otherwise provided by law or by the Articles oflncorporation or this Code of Regulations, these Regulations or any of them may be amended in any respect or repealed at any time at any meeting of shareholders or otherwise by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation, provided that any amendment or supplement proposed to be acted upon at any -such meeting lia-s been described or -referred to in the notice of such meeting. Notwithstanding -the foregoing sentence or anything to the contrary contained in the Articles oflncorporation or this Code of Regulations, Regulations I, 3(a), 9, 11, 12, 13, 14, 31 and 36 may not be amended or repealed by the shareholders, and no provision inconsistent therewith may be adopted by the shareholders, without the affirmative vote of the holders of at least lffi'*ra majority of the voting power of the Corporation, voting together as a single class; provided, however, that the Board of Directors may. in its discretion, increase the voting requirement to two-thirds of the voting power of the Corporation.

Notwithstanding the foregoing provisions of this Regulation 36, no amendment to Regulations 31, 32, or 33 will be effective to eliminalt:

or <liminish the righfs of persons specified in those Regulations-existing at tlie time immediately preceding such amendment.

-B-2 Table of Contents Appendix C Proposed Amendment to Amended Code of Regulations to implement proxy access 14. Nominations of Directors; Election. (a) Except as may be otherwise provided in any Preferred Stock Designation, only persons who are nominated in accordance with this Regulation 14 will be eligible for election at a meeting of shareholders to be members of the Board of Directors of the Corporation. (b) Nominations of persons for election as directors of the Corporation may be made only for elections to be held at an annual meeting of shareholders and only (i) by or at the direction of the Board of Directors or a committee thereof-or. (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided for in this Regulation 14, who is entitled to vote for the election of directors at such meeting, and who complies with the procedures set forth in. this Regulation 14 or (iii) by one or more Eligible Shareholders (as defined below) pursuant to and in accordance with Regulation 14(d). All nominations by shareholders must be made pursuant to timely notice in proper written form to the Secretary. (c) To be timely, a shareholder's notieeFor nominations of persons for election as directors of the Corooration (other than a nomination for director pursuant to Regulation 14(d)) to be timely. notice delivered by a shareholder who intends to appear in person or by proxy and nominate a person for election as a director of the ComoratiOn at an annual meeting of shareholders (such notice. the "Nomination Notice") containing the Required Information Cas defined below) must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 nor more than 60 calendar days prior to the annual meeting of shareholders; provided, however, that in the event that public announcement of the date of the annual meeting is not made at least 70 calendar days prior to the date of the annual meeting, notice by the shareholder to be timely must be so received not later than the close of business on the 10th calendar day following the day on which public announcement is first made of the date of the annual meeting. To be in proper Mitten form, sneh shareholder's notice by the Corooration.

In no evenf shafl any adjournment or postv-onement of a shareholders' meeting. or the public announcement thereof. commence a new time period for the giving ofa Nomination Notice as described above. except as required by law. (d) The Corooration shall include in its proxy statement and proxy for any annual meeting of shareholders (collectively.

the "Proxy Materials").

together with any information required to be included in a proxy statement filed pursuant to the rules and regulations of the Securities and Exchange Commission and. if the Eligible Shareholder so elects. a Statement (as defined below). the name of any person nominated for election to the Board of Directors (the "Shareholder Nominee")

by a shareholder.

or a group of no more than 20 shareholders.

who satisfies the requirements of this Regulation 14(d) (an "Eligible Shareholder")

and who expressly elects at the time of providing the written notice required by this Regulation 14(d) to have its nominee included in the Proxy Materials pursuant to this Regulation 14(d). For pumoses of any representation.

agreement or other undertaking required by this Regulation 14(d). the term "Eligible Shareholder" shall include each member of any group forming an Eligible Shareholder.

Such written notice shall consist of a copy of Schedule l 4N filed with the Securities and Exchange Commission in accordance with Rule l 4a-18 of the Securities Exchange Act of 1934. as amended. or any successor schedule or form filed with the Securities and Exchange Commission in accordance with Rule l 4a-l 8 of the Securities Exchange Act of 1934. as amended. or any successor provision.

the Required Information and the other information required by this Regulation 14(d) Call such information collectively referred to as the "Proxy Notice").

and such Proxy Notice shall be delivered to the Comoration in accordance with the procedures and at the times set forth in this Regulation 14(d). Ci) To be timely;*i:he Proxy Notice mus-t be delivered to or maiied. and-received at the-pnnclpal executive offices of the -Col-poration no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversarv of the date that the Comoration issued its Proxy Materials for the previous year's annual meeting of shareholders:

provided.

however. that in the event that the date of the annual meeting is more than 30 calendar days before or more than 60 calendar days after the first anniversarv of the previous year's annual C-1

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..... Table of Contents meeting of shareholders, the Proxy Notice, to be timely, must be delivered to or mailed and received at the principal executive offices of the Comoration not later than CA) 150 calendar days prior to the date of such annual meeting or (B) if the first public announcement of the date of such annual meeting is less than 150 calendar days prior to the date of such annual meeting, 10 calendar days following the day on which public announcement is first made by the Comoration of the date of such meeting. (ii) The Comoration shall not be required to include, pursuant to this Regulation 14(d), any Shareholder Nominee in the Proxy Materials CA) for which the Secretarv of the Comoration receives a Nomination Notice pursuant to which the nominating shareholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for director set forth in Regulation 14(c), (B) whose election as a member of the Board of Directors would cause the Comoration to be in violation of these Regulations, the Articles of Incomoration of the Comoration, the rules and listing standards of the principal U.S. exchange upon which the Common Stock of the Comoration is listed. any applicable state or federal law, rule or regulation, or the Comoration's publicly disclosed policies and procedures CC) who is or has been within the past three years. an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914. as amended, CD) who is a named subject of a pending criminal proceeding or has been convicted in such a criminal proceeding within the past 10 years (excluding traffic violations and other minor offenses) or (E) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933; as amended, or any successor provision. (iii) The maximum number of Shareholder Nominees appearing in the Proxy Materials with respect to an annual meeting of shareholders shall not exceed 20% of the number of directors in office as of the last day on which the Proxy Notice may be delivered or received or. if such amount is not a whole number, the closest whole number below 20%. and in any event. not less than two Shareholder Nominees.

In the event that one or more vacancies for any reason occurs on the Board of Directors after the last day on which the Proxy Notice may be delivered or received but before or as of the annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Shareholder Nominees included in the Proxy Materials shall be calculated based on the number of directors in office as so reduced. Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in Proxy Materials pursuant to this Regulation 14Cd) but either are subsequently withdrawn after the last day on which the Proxy Notice may be delivered or received or whom the Board of Directors itself determines to nominate for election shall. for the pumoses of this Regulation 14(d)Ciii), count as Shareholder Nominees appearing in the Proxy Materials.

Each Eligible Shareholder shall rank each Shareholder Nominee it submitted for inclusion in the Proxy Materials and in the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Regulation 14(d) exceeds this maximum number. the highest ranked Shareholder Nominee from the Eligible Shareholder owning the greatest number of shares of stock of the Comoration will be selected for inclusion in the Proxy Materials first. followed by the highest ranked Shareholder Nominee of the Eligible Shareholder holding the next greatest number of shares of stock of the Com oration, and continuing on in that manner until the maximum number of Shareholder Nominees is reached. CivY Fo-r pumoses of this Regulation 14(d), an Eligible Shareholder shall be deemed to own only those outstanding shares of Common Stock of the Comoration as to which the shareholder possesses both (A) the full voting and investment rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares: provided that the number of shares calculated in accordance with clauses CA) and CB) shall not include any shares (1) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (2) borrowed by such shareholder or any of its affiliates for any pumoses or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell, or (3) subject to any option, warrant. forward contract.

swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding Common Stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such shareholder's or its C-2 Table of Contents affiliates' full right to vote or direct the voting of any such shares. or (y) hedging. offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or affiliate.

Further. for pumoses of this Regulation 14(d). an Eligible Shareholder shall be deemed to own shares held in the name of a nominee or other intermediarv so long as the shareholder retains the right to recall the shares for voting purposes.

represents that they will vote such shares at the applicable shareholder meeting and possesses the full economic interest in the shares. An Eligible Shareholder's ownership of shares shall be deemed to continue during any period in which the shareholder has delegated any voting power by means of a proxy. power of attorney or other instrument or arrangement that is revocable at any time by the shareholder.

The terms "owned." "owning" and other variations of the word "own" shall have correlative meanings.

Whether outstanding shares of the Common Stock of the Comoration are owned for pumoses of this Regulation 14(d) shall be detennined by the Board of Directors or a committee thereof. in its reasonable discretion.

For the pumoses of this Regulation 14(d)(iv).

the term "affiliate" or "affiliates" shall have the meaning ascribed thereto under the rules and regulations of the Securities Exchange Act of 1934. as amended. No shares of stock of the Comoration may be attributed to more than one group constituting an Eligible Shareholder and no shareholder or beneficial owner. alone or together with any of its affiliates.

may be a member of more than one group constituting an Eligible Shareholder.

Furthermore.

two or more funds that are CA) under common management and investment control. (B) under common management and funded primarily by the same employer or CC) a "group of investment companies." as such term is defined in the Investment Company Act of 1940. as amended. shall be treated as one shareholder for pumoses of determining Eligible Shareholder status. (v) An Eligible Shareholder must have owned 3% or more of the Corporation's issued and outstanding Common Stock continuously for at least three years (the "Required Shares") as of each of the date the Proxy Notice is delivered to or received by the Comoration.

the date the Proxy Notice is required to be delivered to or received by the Comoration in accordance with this Regulation 14(d) and the record date for determining shareholders entitled to vote at the annual meeting. and must continue to hold the Required Shares through the date of the annual meeting. Within the time period specified in this Regulation 14(d) for delivery of the Proxy Notice. an Eligible Shareholder must provide the following information in writing to the Secretary of the Comoration:

CA) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within three calendar days prior to the date the Proxy Notice is delivered to or received by the Comoration.

the Eligible Shareholder owns. and has owned continuously for the preceding three years. the Required Shares. and the Eligible Shareholder's agreement to provide. within five business days after each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date for the annual meeting. written statements from the record holder and intermediaries verifying the Eligible Shareholder's continuous ownership of the Required Shares through each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date. along with a written statement that the Eligible Shareholder will continue to hold the Required Shares through the date of the annual meeting; (B) the Required Information.

together with the written consent of each Shareholder Nominee to being named in the Proxy Statement as a nominee; CC) a representation that (1) the Eligible Shareholder acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Comoration.

and does not presently have such intent, (2) the Eligible Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this Regulation 14Cdl. (3) the Eligible Shareholder has not engaged and will not engage in. and has not and will not be a "participant" in another person's. "solicitation" within the meaning of Rule 14a-l (!) under the Securities Exchange Act of 1934. as amended. or any successor provision.

in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee or a nominee of the Board of Directors.

(4) that the Shareholder Nominee(s) is or are eligible for inclusion in the Proxy Materials under Regulation 14(d)(ii) and (5) the Eligible Shareholder will not distribute to any shareholder any proxy for the annual meeting other than the form distributed by the Corporation.

CD) an undertaking that the Eligible Shareholder agrees to (1) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder's communications with the shareholders of the Corporation or out of the information that the Eligible Shareholder provided to the Corporation.

(2) comply with all other laws and regulations applicable to C-3 Table of Contents any solicitation in connection with the annual meeting, and (3) provide to the Corporation prior to the election of directors such additional information as requested with respect thereto, including any other certifications, representations or undertakings as the Corporation may reasonably request. CE) in the case of a nomination by a group of shareholders that together is an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination, CF) an undertaking that the Eligible Shareholder agrees to immediately notify the Comoration ifthe Eligible Shareholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting and CG) in the case of a nomination by an Eligible Shareholder that includes a group of funds whose shares are aggregated for pumoses of constituting an Eligible Shareholder, an undertaking that the Eligible Shareholder agrees to provide all documentation and other information reasonably requested by the Comoration to demonstrate that the funds satisfy Regulation 14(d)(iv).

If the Eligible Shareholder does not comply with each of the applicable representation, agreements and undertakings set forth in this Regulation 14(d)(v), or the Eligible Shareholder provides information to the Comoration regarding a nomination that is untrue in any material respect or omitted to state a material fact necessaty in order to make a statement made, in light of the circumstances under which it was made, not misleading, the Shareholder Nominee(s) nominated by such Eligible Shareholder shall be deemed to have been withdrawn and will not be included in the Proxy Materials. (vi) The Eligible Shareholder may provide to the Secretazy of the Comoration, at the time the information required by this Regulation 14(d) is first provided.

a written statement (the "Statement")

for inclusion in the Proxy Materials, not to exceed 500 words, in support of the Shareholder Nominee's candidacy.

Notwithstanding anything to the contrazy contained in this Regulation 14(d), the Comoration may omit from the Proxy Materials any information or Statement that it. in good faith. believes is materially false or misleading.

omits to state any material fact or would violate any applicable Jaw or regulation.

If multiple members of a shareholder group submit a statement for inclusion, the statement received by the Eligible Shareholder owning the greatest number of shares will be selected. (vii) On or prior to the date the Proxy Notice is required to be delivered or received by the Comoration as specified in this Regulation 14(d), a Shareholder Nominee must deliver to the Secretazy of the Comoration the written questionnaire required of directors and officers.

The Shareholder Nominee must also deliver to the Comoration such additional information as the Comoration may request to permit the Board of Directors to determine ifthe Shareholder Nominee is independent under the rules and listing standards of the principal U.S. exchange upon which the Comoration's Common Stock is listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of its directors.

If the Board of Directors determines in good faith that the Shareholder Nominee is not independent under any of these standards, the Shareholder Nominee will be deemed to have been withdrawn and will not be included in the Proxy Materials.

If a Shareholder Nominee or an Eligible Shareholder fails to continue to meet the requirements of this Regulation 14(d) or if the Eligible Shareholder fails to meet the all of the requirements of the notice provisions set forth in Regulation 14(d)(v) or if a Shareholder Nominee dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director prior to the annual meeting of shareholders:

CA) the Comoration may, to the extent feasible, remove the name of the Shareholder Nominee and the Statement from its proxy statement.

remove the name of the Shareholder Nominee from its form of proxy and/or otherwise communicate to its shareholders that the Shareholder Nominee will not be eligible for nomination at the annual meeting of Shareholders:

and CB) the Eligible Shareholder may not name another Shareholder Nominee or, subsequent to the date on which the Proxy Notice is required to be delivered to or received by the Comoration, otherwise cure in any way any defect preventing the nomination of the Shareholder Nominee at the annual meeting of Shareholders.

On or orior to the date the Proxy Notice is required to be delivered to or received by the Comoration as specified in this Regulation 14(d), a Shareholder Nominee must deliver to the Secretazy of the Corporation a written representation and agreement that such person Ci) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entitv as to how such person, if elected as a director of the Comoration, will act or vote on any issue or question that has not been disclosed to the Comoration, (ii) is not and will not become a partv to any agreement.

arrangement or C-4 Table of Contents understanding with any person or entity other than the Comoration with respect to any direct or indirect compensation.

reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Comoration.

and (iii) will comply with all the Comoration comorate governance.

conflict of interest, confidentiality and stock ownership and trading policies and guidelines. and any other the Comoration policies and guidelines applicable to directors.

If the Shareholder Nominee fails to comply with any of the requirements included in this paragraph or this Regulation 14(d). the Shareholder Nominee will be deemed to have withdrawn and will not be included in the Proxy Materials. (viii) Any Shareholder Nominee who is included in the Proxy Materials for an annual meeting of shareholders but either (A) withdraws from or becomes ineligible or unavailable for election at the annual meeting. or (B) does not receive at least 25% of the voting power of the Comoration in favor of the election of such Shareholder Nominee. will be ineligible to be a Shareholder Nominee pursuant to this Regulation 14 (d) for the next two annual meetings of the Comoration. Furthermore. notwithstanding the provisions of this Regulation 14(d). unless otherwise required by law or otherwise determined by the Board of Directors.

if (A) the Eligible Shareholder or (B) a qualified representative of the Eligible Shareholder does not appear at the applicable annual meeting to present its Shareholder Nominee or Shareholder Nominees.

such nomination or nominations shall be disregarded.

and no vote on such Shareholder Nominee or Shareholder Nominees will occur. notwithstanding that proxies in respect of such vote may have been received by the Comoration.

For purposes of this Regulation 14(d)(viii).

to be considered a qualified representative of an Eligible Shareholder.

a person must be authorized by a writing executed by such Eligible Shareholder or an electronic transmission delivered by such Eligible Shareholder to act for such Eligible Shareholder as proxy at the applicable annual meeting and such person must produce such writing or electronic transmission.

or a reliable reproduction of the writing or electronic transmission.

at the applicable annual meeting. (ix) Notwithstanding anything in this Regulation 14(d) to the contrarv.

in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors.

and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 130 calendar days prior to the first anniversary of the preceding year's annual meeting. a Proxy Notice shall also be considered timely. but only with respect to nominees for any new positions created by such increase and only to the extent the increase in the size of the board increases the number of nominees permitted under Regulation 14(d)(v).

if it shall be delivered to or received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth calendar day following the day on which such public announcement is first made by the Corporation. (e) In addition to other information required to be provided pursuant to this Regulation

14. to be in proper written form. each Nomination Notice and Proxy Notice must set forth or include (the following.

collectively referred to as the "Required Information"): (i) the name and address, as they appear on the Corporation's books, of the shareholder or group of shareholders giving thesuch notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the shareholder or group of sharehOlders giving thesuch notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in thesuch notice; (iii) the class and number of shares of stock of the Corporation owned beneficially and of record by the shareholder or group of sharellOiders giving thesuch notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the shareholder or group of shareholders giving thesuch notice, (B) the beneficial owner on whose behalfthesuch notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder or group of shareholders giving thesuch notice; (v) such other information regarding each nominee proposed by the shareholder or group of shareholders giving thesuch notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors;

'lmd-(vi) the signed consent of each nominee to serve as a director of the C-5 Table of Contents Corporation if so elected7 and (vii) in the case of a Proxy Notice. ifthe Eligible Shareholder so elects, a Statement.

ill The presiding officer of any annual meeting may, if the facts 1111anant,shall have the power to determine and declare to the meeting whether a nomination was made in accordance with the procedures urescribed by the Code of Regulations.

and if the uresiding officer should so determine that asuch nomination was not made in aeeordaneecompliance with thisthe Code ofRegulationi-M, and if he or she shonld so determine, he or she wilt-so-declare to the meeting, and the that no action shall be taken on such nomination and such defective nomination wffishall be disregarded.

Notwithstanding the foregoing provisions of this Regulation 14, a shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Regulation

14. C-6 Table of Contents

--.. Rhonda S. Ferguson Vice President and Corporate Secretary

Dear Shareholder:

76 South Main Street Akron, Ohio 44308 April 1, 2016 You are cordially invited to attend the 2016 FirstEnergy Corp. Annual Meeting of Shareholders on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio. If you plan to attend this meeting, you must register in advance. For information on how to register, see the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" of the proxy statement.

As you may recall, you previously consented to accessing FirstEnergy's annual reports and proxy statements on the Internet instead of receiving paper copies. The annual report, proxy statement and all other proxy material related to the 2016 FirstEnergy Corp. Annual Meeting of Shareholders may be accessed and viewed at www.ViewMaterial.com/FE.

The Notice of Annual Meeting of Shareholders is printed on the back of this letter. The notice and proxy statement contain important information about proxy voting and the business to be conducted at the meeting. We encourage you to read it carefully before voting. Your Board of Directors recommends that you vote "FOR" Items 1 through 5 and "AGAINST" each of the shareholder proposals, which are Items 6 through 9. Enclosed is your proxy card, which provides instructions to appoint your proxy and vote your shares. We encourage you to take advantage of the Internet or telephone voting options. Instructions regarding Internet and telephone voting are provided on the enclosed proxy card and are available at www.ViewMaterial.com/FE.

Please note that since you already have consented to accessing FirstEnergy's annual reports and proxy statements on the Internet, it is not necessary when voting your shares to again provide consent. If you wish to receive a paper copy of the annual report and proxy statement with your proxy card in the future, or if you would like a paper copy of this year's documents, please call Shareholder Services at (800) 736-3402, or call Corporate Election Services at (800) 516-1564, or access the website www.SendMaterial.com and follow the instructions provided, or send an email to papercopy@SendMaterial.com with your 11-digit control number in the email's subject line. This notice and proxy statement is being mailed to shareholders on or about April 1, 2016. Your vote and support are important to us. Thank you in advance for voting promptly.

Sincerely, Important Note Regarding Voter Participation.

Pursuant to applicable rules, if your shares are held in a broker account, you must provide your broker with voting instructions for all matters to be voted on at the Annual Meeting of Shareholders except for the ratification of PricewaterhouseCoopers LLP as FirstEnergy Corp.'s independent registered public accounting firm. Your broker does not have the discretion to vote your shares on any other matters without the specific instruction from you to do so. Please take time to vote your shares!

Table of Contents Notice of Annual Meeting of Shareholders April 1, 2016 To the Holders of Shares of Common Stock: The 2016 FirstEnergy Corp. Annual Meeting of Shareholders (later referred to as the Annual Meeting or the Meeting) will be held on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio. The purpose of the Meeting will be to:

• Elect the 14 nominees to the Board of Directors named in the proxy statement to hold office until the 2017 annual meeting of shareholders and until their successors shall have been

• Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016;

• Advisory vote to approve named executive officer compensation;

• Approve a management proposal to amend the Company's Amended Articles oflncorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold, under certain circumstances;

• Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access;

• Vote on four shareholder proposals, if properly presented at the Meeting; and

• Take action on other business that may come properly before the Meeting and any adjournment or postponement thereof. Please carefully review this notice, the annual report and the proxy statement and vote your shares by following the instructions on your proxy card/voting instruction form to ensure your representation at the Meeting. Only shareholders of record as of the close of business on March 18, 2016, or their proxy holders, may vote at the Meeting. If you plan to attend the Annual Meeting, you must register in advance. See the questions and answers "Attending the Annual Meeting" section of the proxy statement for instructions on how to register.

On behalf of the Board of Directors, Rhonda S. Ferguson Vice President and Corporate Secretary Akron, Ohio Table of Contents F1rstEnergx . ---..... " c/o Corporate Election Services P.O. Box 3230 Pittsburgh, PA 15230 ELECTRONIC ACCESS OF FUTURE PROXY MATERIALS To assist us in reducing the cost of mailing proxy materials, you can consent to access all future proxy statements, annual reports and other related materials via the Internet (no paper copies would be received unless applicable regulations require delivery of printed materials.)

To consent, please follow the instructions provided when you vote by Internet or telephone.

Or, if voting by mail, check the box at the bottom of the reverse side of this proxy/voting instruction form and return it in the envelope provided.

Your vote must be received by 7:00 a.m., Eastern Time, on Tuesday, May 17, 2016, to be counted in the final tabulation, except for participants in the FirstEnergy Corp. Savings Plan. If you are a participant in the FirstEnergy Corp. Savings Plan, your vote must be received by 6:00 a.m., Eastern Time, on Monday, May 16, 2016, to be counted in the final tabulation.

Your vote is important!

Even if you plan to attend our annual meeting in person, please cast your vote as soon as possible by: Internet Access the Internet site and cast your vote: www.cesvote.com OR Telephone OR Call Toll-Free:

Scan with a mobile device 1-888-693-8683 Access to voting is available 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> a day, 7 days a week. OR Mail Return your proxy/voting instruction form in the postage-paid envelope provided If you vote by telephone or Internet, please do not return your proxy/voting instruction form. II >i&-Please sign and date the proxy/voting instruction form below and fold and detach at the perforation before mailing. -i. ArstEnemx

-.. This proxy/voting instruction form is solicited by the Board of Directors for the Annual Meeting of Shareholders on May 17, 2016 ProxyNoting Instruction Form The undersigned appoints Rhonda S. Ferguson, Daniel M. Dunlap, and Jennifer L. Geyer as Proxies with the power to appoint their substitutes; authorizes them to represent and to vote, as directed on the reverse side, all the shares of common stock of FirstEnergy Corp. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on May 17, 2016, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio at 8:00 a.m., Eastern Time, or at any adjournment or postponement thereof; and authorizes them to vote, at their discretion, on other business that properly may come before the meeting. If applicable, as a participant and "named fiduciary" in the FirstEnergy Corp. Savings Plan, this form also serves as voting instructions to State Street Bank and Trust Company, as Trustee for shares held in the Plan. The Trustee will vote all shares as instructed by Plan participants and the shares for which the Trustee does not receive timely voting instructions will be voted by the Trustee in the same proportion as the shares held under the Plan for which the Trustee receives voting instructions.

Date: ---------------------

Signature Signature Sign above as name(s) appear on this proxy/voting instruction form. If signing for a corporation or partnership or as an agent, attorney or fiduciary, indicate the capacity in which you are signing.

Table of Contents ADMISSION CARD If you plan to attend the Annual Meeting, you must register in advance by following the instructions included in the "Questions and Answers about the Annual Meeting" section of the proxy statement.

Also, if you plan to attend the Annual Meeting, please follow the related instructions when voting by telephone or Internet, or if voting by mail, check the box at the bottom of this proxy/voting instruction form and return it in the envelope provided.

Please bring this card if you choose to attend the Annual Meeting. FirstEnergy Corp. Annual Meeting of Shareholders Tuesday, May 17, 2016, at 8:00 a.m. Eastern Time John S. Knight Center 77 E. Mill Street, Akron, OH For personal use of the named shareholder(s)

-not transferable.

If you registered to attend the Annual Meeting, please present this card at the reception desk upon arrival and please bring a valid form of government-issued photo identification for admission to the Annual Meeting. YOUR VOTE IS IMPORTANT Regardless of whether you plan to attend the Annual Meeting of Shareholders, please ensure your shares are represented at the meeting by promptly voting by telephone or Internet or by returning your proxy/voting instruction form in the enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 17, 2016. FirstEnergy Corp.'s proxy statement and annual report are available at www.ReadMaterial.com/FE . . "-Plea.se s.ign and date.the instr:_uction form below and and detach at the perforation before mailing. "-When properly executed, your proxy/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted FOR Items 1 through 5 and AGAINST Items 6 through 9. Your Board of Directors recommends a vote FOR Items 1 through 5. 1. Election of Directors:

D FOR all nominees listed below 0 WITHHOLD AUTHORITY (except as indicated to the contrary below) to vote for all nominees listed below Nominees:

(01) Paul T. Addison (05) Julia L. Johnson (09) Thomas N. Mitchell (13) George M. Smart (02) Michael J. Anderson (06) Charles E. Jones (10) Ernest J. Novak, Jr. (14) Dr. Jerry Sue Thornton (03) William T. Cottle (07) Ted J. Kleisner (11) Christopher D. Pappas (04) Robert B. Heisler, Jr. (08) Donald T. Misheff (12) Luis A. Reyes To withhold authority to vote for individual Nominee(s), write the name(s) or number(s) on the line below: 2. Ratify the Appointment of the Independent Registered Public Accounting Firm DFOR DAGAINST 3. Advisory Vote to Approve Named Executive Officer Compensation 0 FOR DAGAINST 4. Approval to Amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold under certain circumstances 0 FOR 0 AGAINST 5. Approval to Amend the Company's Amended Code of Regulations to Implement Proxy Access 0 FOR DAGAINST Your Board of Directors recommends a vote AGAINST Items 6 through 9. 6. Shareholder proposal:

Report-Lobbying Related 0 FOR 0AGAINST 7. Shareholder proposal:

Report-Climate Change Related 0 FOR DAGAINST DABSTAIN DABSTAIN 0 ABSTAIN DABSTAIN 0 ABSTAIN 0 ABSTAIN

8. Shareholder proposal:

Director Election Majority Vote Standard 9. Shareholder proposal:

Simple Majority Vote 0 FOR 0 FOR 0 AGAINST 0 ABSTAIN 0 AGAINST 0 ABSTAIN D Check this box if you consent to accessing, in the future, the annual report, proxy statement and any other related material via the Internet (no paper copies unless applicable regulations require delivery of printed proxy materials).

D If you plan to attend the Annual Meeting in-person on May 17, 2016 in Akron, Ohio, check this box to register in advance. SIGN ON THE REVERSE SIDE. (Back To Top)

PROXY STATEMENT FE DEF+14A 5/17/2016 Section 1: DEF 14A (DEF 14A) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Filed by the Registrant

[Bl Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by a Party other than the Registrant D Check the appropriate box: D Preliminary Proxy Statement D Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[Bl Definitive Proxy Statement D Definitive Additional Materials D Soliciting Material Pursuant to §240.14a-12 FirstEnergy Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s)

Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): [Bl No fee required.

D Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: ( (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid: D Fee paid previously with preliminary materials:

D Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1 l(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed:

Table of Contents FirstEnergy, . ........ and N otice of Annual Meeting of Shareholders Meeting date: May 17, 2016 .. ___J Table of Contents Rhonda S. Ferguson Vice President and Corporate Secretary

Dear Shareholder:

76 South Main Street Akron, Ohio 44308 April 1 , 2016 You are cordially invited to attend the 2016 FirstEnergy Corp. Annual Meeting of Shareholders on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time , at the John S. Knight Center, 77 E. Mill Street , Akron, Ohio. If you plan to attend this meeting, you must register in advance. For infonnation on how to register, see "Atten ding the Annual Meeting" section of the "Q ue stions and Answers about the Annual Meeting" in the accompanying proxy statement.

The notice an d proxy statement contain important information about proxy voting a nd the business to be conducted at the meeting. We encourage you to read it carefully before voting. Then, whether or not you plan to attend the meeting in person, please vote by following the vot ing instructions described in the accompanying materials to ensure that your shares are represented at the meeting. We encourage you to take advantage of our Internet or telephone voting options. Your Board of Directors recommends that you vote "FOR" Items 1 through 5 and "AGAINST" each of the shareholder proposals, which are Items 6 through 9. The proxy s tatement demonstrates our ongoing commitment to provide a clear and detailed discu ssion of matters that will be addressed at the meeting. It includes a proxy statement summary starting on page 1 which s ummarizes the matters to be voted on and provides a high level overview of some of the important corporate governance and executive compensation matters discussed in more detail in the proxy statement.

We encourage you to read the proxy statement summary with the more detailed information elsewhere in the proxy statement.

We are pleased to again take advantage of the Securities and Exchange Commission's "notice and access" rules that permit us to deliver proxy materials to some of our shareholders over the Internet.

This delivery method provides our shareholders with the information they need and allows us to lower our printing and mailing costs, reduce the impact on the environment by decreasing the amount of paper needed to print the proxy statement and related materials , and reduce the resources required to deliver these materials.

The accompanying notice and proxy statement are being mailed to shareholders on or about April 1, 2016. Your vote and support are important to us. Thank you in advance for voting promptly.

Sincerely, Important Note Regarding Voter Participation Pursuant to applicable rules, if your shares are held in a broker account, you must provide your broker with voting instructions for all matters to be voted on at the Annual Meeting of Shareholders except for the ratification of PricewaterhouseCoopers LLP as FirstEnergy Corp. 's independent registered public accounting firm. Your broker does not have the discretion to vote your shares on any other matters without the specific instruction from you to do so. Please take time to vote your shares!

Table of Contents Notice of Annual Meeting of Shareholders April 1 , 2016 To the Holders of Shares of Common Stock: The 2016 FirstEnergy Co rp. Annual Meeting of Shareholders (later referred to as the Annual Meeting or the Meeting) will be held on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, a t the John S. Knight Center , 77 E. Mill Street, Akron, Ohio. The purpose of the Meeting will be to:

• E lect the 14 nominees to the Board of Directors named in the accompanying proxy statement to hold office until the 2017 annual meeting of shareholders and until their successors s hall have been elected;

• Ratify the appointment of Pric ewa terhouseCoop ers LLP as our independent registered public accounting finn for 2016;

• Advisory vote to approve named executive officer compensation;

• Approve a management proposal to amend the Company's Amended Articles ofincorporation and Amended Code of Regul a tions to replace existing supennajority voting requirements with a majority voting power threshold under certain circumstances;

• Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access;

• Vote on four shareholder proposals , if properly presented at the Meeting; and

• Take action on other business that may come properly before the Meeting and any adjournment or postponement thereof. Please carefully review this notice , the annual report and the accompanying proxy statement and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your representation at the Meeting. Only shareholders of record as of the close of business on March 18 , 2016 , or their proxy holders, may vote at the Meeting. If you plan to attend the Annual Meeting, you must register in advance. See the questions and answers "Attend ing the Annual Meeting" section of the accompanying proxy statement for instructions on how to register.

On behalf of the Board of Directors, Rhonda S. Ferguson Vice President and Corporate Secretary Akron, Ohio Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 17, 2016. This prox y statement and the annual report are available at www.ReadMaterial.com/FE.

Table of Contents Pr oxy Summary 1 Information about the Meeting 2 Corporate Governance and Board of Directors 3 Items to Be Voted On 4 Executive Compensation 5 Security Ownership

& Other Important Matters Appendices Table of Contents Questions and Answers about the Annual Meeting Proxy Materials Voting Matters How You Can Vote Attending the Annual Meeting Shareholder Proposals for 2017 Obtaining Additional Information Corporate Governance and Board of Directors Information Audit Committee Report Matters Relating to the Independent Registered Public Accounting Firm Director Compensation Items to Be Voted On , including Management and Shareholder Proposals Review of Director Nominees B i ograph i cal Informat i on and Qualifications of Nominees for Election as Directors Executive Compensation Compensation Committee Report Compensation Discussion and Analysis Executive Summary Compensation Tables Security Ownership of Management Security Ownership of Certain Beneficial Owners Compensation Committee Interlocks and Insider Participation Section 16(a) Beneficial Ownership Reporting Compliance Certain Relationships and Related Person Transactions Equity Compensation Plan Information 1 4 4 7 9 11 13 13 14 23 24 25 28 46 47 54 54 54 54 89 109 110 111 111 111 113 Ut i lity and Gene r al Industry Peer Groups A-1 Proposed Amendments to Amended Articles of Incorporation and Amended Code of Regulations relating to the replacement of existing supermajority voting requirements with a majority voting power threshold under certain circumstances B-1 Proposed Amendment to Amended Code of Regulations to implement proxy access C-1 Table of Contents Proxy Summary 2015 Annual Meeting of Shareholders

• Ti me a n d Date: 8: 00 a.m., Eastern Time, on Tuesday, May 17 , 2016

• Loca t io n: John S. Knight Center, 77 E. Mill Stree t , Akro n , Oh i o

• R ecord D a t e: March 18 , 2016

• Vo tin g: Shareho l ders of record of FirstEnergy Corp. common stock as of the Record Date are entitled to rece i ve the Notice of Annual Meeting of Shareholders and they or their proxy holders may vote t he i r shares at the Annual Meeting.

• A dmi ss i o n: If you pla n to atten d the Annual Mee t i n g , you m ust reg i ster i n a d va n ce. F or i nstructions on h ow t o register, see t he " A tt e n d in g th e Annua l Meeting" section of the "Questions and A n swe rs a b out the An nu al Meeting" b e l ow. Voting Matters Item 1 Item 2 Item 3 Item 4 Item 5 Items 6 to 9 Election of 14 Director Nom i nees named in th i s proxy statement Ratify the appo i ntment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016 Advisory vote to approve named executive officer compensation Approve a management proposal to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold under certain c i rcumstances Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access Shareholder Proposals How to Cast Your Vote Board Vote Recommendation FOR AGAINST ,/ ,/ ,/ ,/ Page Reference (for more detail) 28 2 9 2 9 30 3 2 3 5 Your v ot e i s important!

Eve n if y ou pl a n to a tte nd o ur A nnu a l Mee ting in per s on , plea se cast y our v ot e a s so on a s po s sibl e b y: Internet (or by scanning the QR Code if provided on your proxy card/voting instruction form) Telephone Mail by returning y our proxy card/voting instruction form Pl ease fo ll ow t h e i ns tru ctions p rovi d e d o n your p roxy card/vot in g i ns t ruc ti o n form (la t er referre d to as th e proxy car d), No t ice of Int e rn e t Ava il a bil ity of P roxy Ma t e ri a l s, or e l ec t ro ni c or ot h e r co mmun ica ti o n s included w ith yo ur pro xy ma t e ri a l s. A l so refer t o th e " H ow Yo u Ca n Vo t e" s e c ti o n o f th e "Q u est i o n s a nd A n swers a b ou t t he A nnu a l Meet in g" b e l ow fo r mor e d e t a il s. I FirstEner!'.lv Corp. 2016 Proxy Statement Table of Contents Prox) Su11m1w:i* (Co11/11wed)

Board Nominees Your Board of Directors (later referred to as your Board) has 14 members that will stand for re-election.

Each member stands for re-election annually. The following table provides summary information about each director nominee standing for re-election to your Board. Director # of Other Public Name Age Since lndependen1 Committee Memberships Company Boards 1 Paul T. Addison 69 2003 Yes Audit , Finance (Chair) 0 Michael J. Anderson 64 2007 Yes Corporate Governance (Chair), Finance I William T. Cottle 70 2003 Yes Corporate Governance, N ucl ear (Chair) 0 Robert B. Heisler, Jr. 67 2006 Yes Audit, Compensation 3 Julia L. Johnson 53 2011 Yes Corporate Governance, Nuclear 3 Charles E. Jones 60 2015 No N I A 0 Ted J. Kleisner 71 2011 Yes Compe n sat ion (Chair), Nuclear 0 Donald T. Misheff 59 2012 Yes Audit, Compensation 2 Thomas N. Mitchell 2 60 2016 Yes N uclear 0 Ernest J. Novak, Jr. 71 2004 Yes Audit (Chair), Finance 2 Christopher D. Pappas 60 2011 Yes Com pensation , Finance 2 Luis A. Reye s 64 2013 Yes Corporate Governance, Nuclear 0 George M. Smart 70 1997 Yes Audit, Co rporat e Governance 1 Dr. Jerry Sue Thornton 69 2015 Yes Compensation, Finance 3 1 As defined under New York Stock Exchange Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions.

2 Mr. Thomas N. Mitchell was e l ected to yo ur Board effective January 19 , 2016 and is a nominee for election by shareho ld ers at the Annual Meeting. Ms. Catherine A. Rein and Mr. Wes M. Taylor retired from your Board , effective May 19 , 2015. Additionally, Mr. Anthony J. Alexander concluded his services to your Board , effective April 30, 2015 and will not be standing for re-election.

Corporate Governance Highlights Your Company is committed to good corporate governance, which we believe is shareholder interests.

Highlights include: important to the success of our business and in advancing

./ ./ ./ ./ ./ ./ ./ ./ ./ ./ ./ ./ The positions ofChainnan of the Board and Chief Executive Officer (later referred to as our CEO) are separated . Annual election of all directors All directors are independent, other than the CEO Board committees comprised entirely of independent directors Director Resignation Policy requiring any director nominee in an uncontested director election who receives a majority withheld votes to tender his or her resignation Diversity reflected in Board composition Independent directors meet without management present at every regular Board and committee meetings Corporate Governance Committee and Board engage in rigorous director succession planning Mandatory retirement age of72 for our directors per our Corporate Governance Policies Directors attended at least 87 percent or more of Board and applicable committee meetings in 2015 Our Corporate Governance Policies provide that your Board considers diversity, age, business or administrative experience and skills and other attributes when evaluating nominees for your Board Risk oversight by full Board and its committees 2

Corp. 2016 Proxy Statement Table of Contents P1 oxv Su111111wy (Cont in11ed) ./ Required annual Board and comm i ttee assessments per our Corporate Governance Policie s ./ Active shareho ld er engagement and outreac h ./ Shareholders of 25 percent or more of our shares outstanding and entitled to be vote ha v e the right to call a special meeting ./ Robu s t stock ownership guidelines

./ Policy prohibiting short sales , hedging , margin accounts and pledging by our directors and executive officers ./ Robust director orientation and continuing education Our c orporate governance practices a r e d e scribed in greater detail in the " Corporate Governance a nd Board of Directors Infonnation" section. Executive Compensa t ion Highlights I What we do ./ P ay-for-p e rfonn ance ./ Conside r peer groups in estab li sh in g compensation

./ Review tally s h eets ./ Robu st stoc k ownership guidelines

./ ./ Clawback polic y Retain an independent compe n sat ion consultant

./ Annual advisory vote to approve named executive officer compen sa tion ./ Compensation Committee that i s comprised entirely of independent directors What we DON'T do ./ Do not allow repricing of stock options ./ Do n o t a ll ow hedging or pledging o f Company stock by our directors and exec uti ve officers ./ Do n ot have excise tax gross-u p s ./ Do not pa y t ax gross-up s on our limited perqui si te s Do not provide excessive perqui sites ./ Our exec uti ve compensation pra c ti ces are de sc ribed in greater detail in the "Exec uti ve Compensation" sect ion. !Note About Forward-Looking Statements

Certain of the matters di sc u sse d in thi s prox y state ment are forward-looking sta tement s , within the me a ning of the !Pri va t e Securities Litigation R eform Act of 1995, that are subject to risks and uncertainties. The se sta tem ents in c lude declarations regarding man age ment's intents, beliefs and current expectat i ons , including regarding future financial an d operational performance (whet h er assoc iat e d with compensation arrangements 01 !Otherwise), and t y picall y contain, but a re not limited to , the terms " anticipate

," "pote ntial ," "ex pect ," "fo reca s t ," "goa l ," " target ," "w ill," " intend ," " believe ,' project ," "es tim a te ," " plan" and s imilar words. Forward-looking statements involve estimates, assumptions , known a nd unknown risks , uncertainties and othe1 factors th at m ay cause actual results , performance or achievements to b e materially different from any future re s ult s , performance or achievement s expressed 01 impli ed by s u c h forward-looking state ment s. These forward-looking state ments a re qualified b y , and s hould be read together with , the ri s k factors included in (a Item IA Ri sk Factors an d Item 7 Management's Discussion and Analysis of Financial Condition and Re s ult s of Operations in our most recent Annual Report or !Form I 0-K and (b) other factors discussed in o ur other filing s with the Securities a nd Exchange Commission.

We expressly disclaim any current intention tc !Upd a t e , except as required by law , any forwa rd-looking s tat e ment s contained h erein as a result of new information , future events or otherwise. Except a! !Otherwise n o ted , the information herein i s as of March 23, 2016 , the date we commenced printing in order to commence mailing on or about April I , 2016. 3 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents "'lf17r1iJ1i1Y1

,bout rho MceL .,g Questions and Answers about the Annual Meeting Proxy Materials 1 I a

Why did I receive these proxy materials?

A: You received these proxy materials because you were a holder or beneficial owner (as defined below) of shares of common stock of FirstEnergy Corp. (later referred to as Fir stEnergy , the Company , we, us or our) as of the close of business on March 18 , 2016 , the record date (later referred to as the Record Date). Your Company's Annual Meeting of Shareholders (later referred to as the Meeting) will be held on Tuesday, May 17 , 2016. We began distributing these proxy materials to shareholders on or about April 1 , 2016. 2 I a: Can I view future FirstEnergy proxy materials and annual reports on the Internet instead of receiving paper copies? A: Yes. If you received paper copies of this proxy statement and the annual report and you are a shareholder of record , you can elect to view future proxy statements and annual reports on the Internet by marking the designated box on your proxy card or by following the instructions when voting by Internet or by telephone.

If you choose this option, prior to the next annual meeting, you will be mailed a paper copy of the proxy card along with instructions on how to access the proxy statement and annual report using the Internet unless applicable regulations require delivery of printed proxy materials.

Your choice will remain in effect until you notify us that you wish to resume mail delivery of these document s. If you previously elected to access your proxy materials over the Internet , you will not receive a Notice ofl nt ernet Availab ili ty of Proxy Materials (later referred to as a Notice of Internet Availability) or paper copies of proxy materials in the mail unless applicable regulations require delivery of printed proxy materials.

Instead , you will receive a paper copy of the proxy card along with instructions on how to access the proxy statement and annual report using the Internet.

If you received a Notice oflnternet Ava ilabili ty, you may not receive printed copies of proxy statements and ann ual reports in the future unless applicable regulations requ i re delivery of printed proxy materials. However, you may e l ect to be mailed a paper proxy card with instructions on how to access proxy statements and annual reports using the Internet for future meetings by following the instructions whe n voting. The Notice of Internet Ava il ability also contains in structions on ho w you may request delivery of proxy material s in printed form for this Meeting or on an ongoing basis, if desired. If you are a beneficial owner , refer to the information provided by your broker, bank or other nominee for instructions on how to elect to view future FirstEnergy proxy statements and annua l reports on the Internet instead of receiving paper copies. 4 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 I a: 1 lrtfC(J'n.atio, :iboul he Meet_.,g Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of receiving a full set of printed proxy materials?

A: To reduce the environmental impact and related costs of the Meeting , we are pleased to again furnish the proxy materials over the Internet.

As a result , we are sending a number of our shareholders a Notice of Internet Avai l ability instead of a printed copy of the proxy materials. A ll shareholders receiving the Notice of Internet Avai l ab ili ty wi ll have the abi li ty to access the proxy materials and vote via the Internet and to request a printed copy of the prox y materials by mail , if desired. Instructions on how to access the proxy materials over the Internet, to vote online , an d to request a printed copy may be found in the Notice of Internet Availability. In addition , the Notice oflnternet Avai l a bili ty contains instructions on how you may request delivery of proxy materials in printed fonn for this Meeting or on an ongoing basis, if desired. 4 I a: Can I vote my shares by filling out and returning the Notice of Internet Availability, if I received such notice? A: No. The No ti ce of Intern et Ava ilability id en tifi es the it ems to b e vote d on at the Meeting, but yo u cannot vote b y marking the Notice ofl nt ernet Avai l a bili ty and returning it. The Notice of Internet Ava il a bili ty provides in structions on how to vote via the In te rn e t , how to request prox y materials in print e d form so that yo u can vo t e b y telephone or b y returning a paper proxy card by m a il, a nd how t o submit a b a llot in p erso n at the Meeting. s I a: Why did we receive just one copy of the proxy statement and annual report when we have more than one stock account in our household?

A: Where a pplic a ble , we fo llow the Securities a nd Exc h a n ge Com mi ss ion (later referred to as th e S EC) rule that permit s u s to send one copy each of this proxy statement and the annual report to a household if shareholders provide written or implied consent. We previously mailed a notice to eligible regi ste red sha reholder s stating our intent to use this rule unle ss a s harehold e r pro v ided a n objection.

Usi n g this rule reduces unnecessary publi ca tion and mailing costs. Sh are h o ld ers continue to re ce i ve a se p arate proxy ca rd or o pp ortunity to vote via the Int erne t , as a pplicable , for each s tock account. If you are a registered s h areho lder and received only one co p y ea ch of the pro xy s t ate ment and the annual report in your hou se hold , yo u can r e que st multiple copie s of the pro xy s t ate ment and the annual r e port for some or all accounts for this year or in the futur e, either by calling Shareholder Services at 1-800-736-3402 or by writing to FirstEnergy Corp., c/o Am e ri ca n Stock Transfer & Trust Comp a ny , LLC, P.O. Box 201 6, N ew York , NY 10272-2016, and we will promptly deli ver the requ es t e d copies. You also may contact us in the same manner if you are receiving multiple copies of thi s proxy stateme nt a nd/or the a nnual report in y our household and desire to recei ve one copy. If you are not a re g i ste red s h a r e hold e r and yo ur s h a re s are held by a b a nk , broker , or other nomin ee you wi ll need to contact s uch b an k , broker , or other nomin ee to re vo ke your election and receive multiple copies of these documents.

5 I FirstEner!:lv Corp. 2016 Proxv Statement Table of Contents 6 I a:

ilhoul he M ct!l .,g What is the difference between hold i ng shares as a " s hareholder of record" and holding shares in " s t reet n ame" or as a " beneficial owner"? A: Shar e hold e r of R ec ord: If your shares a re registered directly in your name with our transfer agent, American Stock Transfer & Trust Company , LLC (later referred to a s AST), you are a shareholder of record of the shares. As the sh a reholder of record , you hav e the right to vote your shares directly or to grant a proxy to vote your shares to a representative of your Company or to another person. As a record holder you ha v e received either a proxy card to use in voting your shares or a Notice oflnternet Availability which instructs you how to vote. 7 I a: B e n e ficial O w n e r: If your shares are held through a b a nk , broker , or other nominee , it is likely that they are registered in the name of such bank , broker , or other nominee and you are the beneficial owner of shares, meaning that you hold shares in "street name." You are a l so a beneficial owner if you own shares through the FirstEnergy Corp. Savings Plan. As a beneficial owner of shares , you have the right to direct the registered holder to vote your shares , and you may attend the Meeting (please see the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" below for instructions on how to register in advance). Your bank, broker or other nominee has provided a voting instruction form for you to use in directing how your shares are to be voted. However , since a beneficial owner is not the shareholder of record , you may not vote your shares in person at the Meeting unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so. If you are a FirstEnergy Corp. Savings Plan participant, because the Savings Plan's Trustee is the only one who can vote your Savings Plan shares , you cannot vote your Savings Plan shares in person at the Meeting (a lth ough you may attend the Meeting by following the instructions on how to register in advance in the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" below). Who is soliciting my vote, how are proxy cards being solicited, and what is the cost? A: Your Board is soliciting your vote. We have arranged for the services of Morrow & Co., LLC to solicit votes personally or by telephone , mail, or other electronic means for a fee not expected to exceed $19 , 250 , plus reimbursement of expenses. Votes also may be solicited in a similar manner by officers and employees of your Company on an uncompensated basis. Your Company will pay all solicitation costs and will reimburse banks, brokers, or other nominees for postage and expenses incurred by them for sending proxy materials to beneficial owners. 6 FirstEnerQv Corp. 2016 Proxy Statement Table of Contents 1 lnfOT.l:l1io., :ibout he Mecl ig Voting Matters 8 9 Q: What items of business will be voted on at the Meeting? A: The it ems of business schedu l ed to be voted on at th e Meeting are: Q:

• Item I -Election of 14 Director Nominees named in this proxy sta t emen t

• Item 2-Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting finn for 2016

• Item 3 -Advisory vote to approve named exe cuti ve officer compensation

• Item 4-Approve a management proposal to a m e nd the Co mpany's Amended Artic l es oflncorporatio n and Amended Code of Regulations to replace ex i s ting superma jority vo tin g requirements wit h a majority vo tin g power threshold und e r certa in circumstances

• It em 5 -Approve a management proposal to amend the Co mp a n y's Amended Code of R egu l ations to implement proxy access

• Items 6 Sh are h o ld er propo sa l s What is a quorum and what other voting information should I be aware of? A: As of the Record Date , 424 ,670,8 12 shares ofour common stock were outstanding.

A majority of the se s hares r ep re se nt e d at the M eet ing either in person or b y pro xy constitutes a quorum. A quorum is required to conduct bu s ine ss at the Meeting. All shares represented at the Meeting are count e d for the purpose of detennining a quorum , without r egar d to abstentions or broker non-votes. A broker non-vote occurs when an entity holding shares in street name , such as a bank or broker submits a prox y for yo ur s h a res but does not indicate a vote for a particular "n on-routine" propo sa l (such as Item s 1 a nd 3 -9) bec ause yo ur broker does not have the a uthority to vo te on that proposal and h as not received s p ecific vot ing in s truction s. You are e ntitled to one vote for each s h are of co mmon stock you owned on the R eco rd Dat e. If you are a beneficial owner, we encourage you to pro v ide instructions to your bank , broker , or other nomine e b y executing the voting form supplied to you by th a t e ntity. A broker will be permitted to vote your s hares on Item 2 without your instructions becau se Item 2 is considered a " routine" matter under applicable New York Stock Exchange (l a t e r referred to as NYSE) rule s; however, your broker cannot vote your shares on any other items unless you provide instruction s becau se the se a re deem e d to be " non-routine" matter s under NYSE rule s. Therefore , yo ur failure t o g i ve voting in st ruction s means that yo ur s h a r es will not b e vo ted on the se " non-routine" it ems and, as a pplic a bl e, yo ur unvoted shares will be broker non-v otes. An i tem to be v oted on may require a percentage of votes cast, rather than a percentage of shares outstanding, to determine passage or failure. Votes cast is defined to include both "F or" and "Aga inst" votes and excludes abstentions and broker non-votes. If your proxy card is not completed properly , such as markin g more than one b ox for a n item , yo ur vote for that particular it e m will be treated as an a b s t e ntion. 10 I a: What is the vote required for each item to be voted on? A: For the election of director s named und e r Item I , the 14 nominee s receiving the most "Fo r" votes (amo ng votes properly cast in person or by proxy) will be elected. As further described 7

Corp. 2016 Proxy Statement Table of Conte nt s 11 I a: A: 12 I a: A: 1 nftrn.tio1 ilboul tht:! Mccl ,g in Item 1 below , any nominee for director who receives a greater num b er of vote s "Withheld" from his or her election than votes "For" his or her e l ection wi ll promptly tender hi s or her resignation to th e Corporate Governance Comm itt ee following ce rti ficat i o n of the sha reh o ld er vote. A b ste nti ons an d brok er non-votes wi ll h ave no effect. With respect to It em 2 , ratificat i on of the appoi ntment of Pric ewater hous eCoo p ers LL P as your Com p any's ind ependen t registered public accounting finn for 20 1 6 requires the affinnative vote of a majori ty o f votes cast. Abs tentions a nd broker non-votes w ill ha ve no effec t. For Item 3, the affinnative vote of a majority of the votes cast is required t o approve, b y non-binding vote, nam ed execut i ve officer co mpen sation. Abstent i ons and brok e r non-vo tes will h ave no effect. With re s pect to Item 4 , the management proposal requesting approval to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations relating to the replacement of ex i s ting s upermajori ty voting requirement s with a majority voting pow er threshold under certain circumstances , and Item 5 , the managem e nt proposal requesting approval to a mend the Company's Amended Code of Re g ulations to implement prox y access, each require the affirmative vote of 80 percent of the vo tin g power of the Company (i.e., outstanding shares). Acco rdingl y, a bstentions and broker votes will b e counted a nd h ave the sa me effec t as a "no" vote on these items. The non-binding shareholder proposals in Items 6 through 9 , must receive the affinnative vote of a majority of votes cast. Abstentions and brok er non-votes will ha ve no effect. Notwithstanding the result s of the s hareholder vote, the ultimate adoption of any mea s ur es ca ll e d for by th ese s hareholder proposals is at the discretion of your Board. Will any other matters be voted on other than those described in this proxy statement?

We do not know of any business that will be considered at the Meeting other than the matters described in this proxy statement.

However , if other matters are presented properly, your executed appointment of a proxy will give authority to the appointed proxies to vote on those m a tters a t their discretion , unless you indicate otherwise in writing. Where can I find the voting re su lts of the Meeting? We will announce prelimin a ry voting result s at the Meeting. Final voting results will be set forth in a Current Report on Form 8-K, which is required to be filed with the SEC within four business days after the date of the Meeting and will be posted on our website at www.jirste n ergycurp.co m under the tab " Investors ," then by selecting

" SEC Filings & Reports." You ma y also automatically receive your Co mp a ny's SEC Alerts (which include alerts for th e filing of Fonn 8-Ks b y your Company with the SEC) v i a e-mail by visiting that same website and clicking on " Investors," " SEC Filings & Reports" and then the E-mail Alert icon. 8 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents 1 lnf°"'-ril1io"1

ibout he Mcr!l g How You Can Vote 13 I a: Who is entitled to vote at the Meeting? A: Shareholders of record of FirstEnergy common stock as of the Record Date are entitled to receive notice of the Meeting and vote their shares. If you plan to attend th e Mee tin g, please see the "Atten din g th e Ann u a l Meeting" sectio n below of these "Questio n s a nd Answers abo ut the A nnu a l Meeting" fo r in st ru ctio n s on how to register in adva nc e. 14 I a: How does the Board recommend that I vote? A: Your Board recommends that yo u vo te as fo llow s: 1s I a: * "For" th e 14 Nominees to your Board who a re li ste d in this proxy statement (Item I); * " For" the ratification of the appointment of Pri cewa terhouseCoop e r s LLP as our ind ependent r eg istered public accounting firm fo r 20 1 6 (It em 2); * "For" the a d visory vote to approve named executive officer compensation (Item 3); * " For" the management propos al to amend the Company's Amended Articles oflncorporation and Amended Code of R egu lation s to replace existing supermajority vo tin g requirement s with a m ajo rity voting power threshold under certa in circum s tan ces (Item 4); * "For" the m a nagement proposal to amend the Company's Amended Code of Regul a tions to implement proxy access (Item 5); and * "Against" eac h of the s hareholder propo sa l s (Items 6 through 9). How do I vote? A: As further de s cribed below , if you are voting b y Internet , telephone or mail , your vote mu st be received by 7:00 a.m., Eastern time, on Tu es da y, May 17, 2016, to be counted in the final tabulation except for s hare s h e ld by participants in the FirstEnergy Corp. Savings Plan. If you are a participant in the FirstEnergy Corp. Savings Pl a n, you r vo te on shares held through the FirstEnergy Corp. Savings Plan must be received by 6:00 a.m., Eastern time , on Monday, M ay 16 , 2016 , to be counted in the final tabulation. ![you are a s ha re h o ld er of record or an em ploy ee w h o hold s unvested restricted sloe/(,, yo u can vote your shares using one of the follo w ing method s. Whether you plan to attend the Meeting or not , we encourage you to vote as soon as possible.

• By Internet -Go to th e we b site indicated on yo ur proxy card or Notice of Internet Availability and follow th e instructions.

• By telephone

-Call the toll-free number indic a ted on your proxy card using a touch-tone telephone and follow the instruction

s.

• By mail Complete, date and sign the proxy card that you received in the mail. If you properly sign your proxy card but do not mark your choices, your shares will be voted as recommended by your Board. 9 Corp. 2016 Pr oxy Statement Table of Contents (rrfl>t"latior"l:iboul the Meet ,g -Mail your proxy card in the en c losed post a ge-paid envelope. If your envelope is misplaced , send your prox y card to Corporate Election Services , your Company's independent proxy tabulator and Inspector of E l ection. The address is FirstEnergy Corp., c/o Corporate Election Services , P.O. Box 3230 , Pittsburgh , PA 15230.

• At the Meeting -You may vote in person at the Meeting , even if you previously appointed a proxy by Internet , te l ephone , or mail. If you received a Notice oflnternet Availability and would like to vote by telephone or mail , ple a se follow the instructions on your notice to request a paper copy of the proxy materials and proxy card. ![you ar e a parti c ipant in th e FirstEn e rgy Corp. Savings Plan, your proxy card will include the shares of common stock held for your account in the FirstEnergy Corp. Savings Plan and any other shares registered with our transfer agent, AST , as of the Record Date. You can vote shares allocated to your Savings Plan account by submitting your voting instructions by telephone or through the Internet as instructed on your proxy card or by completing , sig ning , and dating the proxy card and returning the form in the enclosed postage-prepaid envelope.

Subject to the Employee Retirement Income Security Act of 1974, as amended, and pursuant to the Savings Plan provisions , the Savings Plan's Trustee will vote a ll s har es as instructed by Savings Plan participants and shares for which the Savings Plan's Trustee does not receive timely vo tin g instructions will be voted in the same proportion as the shares held under the Savings Plan for which th e Savings Plan

's Trustee receives timely vot in g instructions.

Because the Savings Plan Trustee is the only one who can vote your FirstEnergy Corp. Savings Plan shares, you may not vote such shares at the Meeting. B e neficial own e rs (other than participants in the FirstEnergy Corp. Savings Plan) will receive instructions from the holder of record (the bank , broker or other nominee th at holds your shares) that you must follow in order for your shares to be voted. Also, please note that if yo u wish to vote in person at the Meeting, you must request a legal proxy from your bank, broker, or other nominee that holds your shares and present that legal proxy identifying you as the ben eficial owner of your shares of FirstEnergy commo n stock and authorizing you to vote those shares at the Meeting. 16 Q: How may 1 revoke my proxy? A: You may revoke your appointment of a proxy or change your related voting instructions one or more time s by:

• Mailing a proxy card that revises your previous appointment a nd vot in g instructions;

• Voting by Internet or telephone after the date of your previous appointment and voting instructions

• Voting in person at th e M ee ting (other than p a rticipant s in the Fi r s tEnergy Corp. Sav in gs Plan); or

• Notifying the Corporate Secretary of yo ur Company in writing prior to the commencement of the Meeting. The proxy tabulator will treat the la st in structio n s it rec eives from you as final. For example, if a proxy card is received by the proxy tabulator after the date that a telephone or Internet appointment is made , the tabulator will treat the proxy card as yo ur final instruction.

For that reason , it i s 10 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 1 tnfE:YM31iCYl about he Mcr:I ,g important to allow sufficient time for your voting instructions on a mailed proxy card to reach the proxy tabulator before changing them by telephone or Internet.

Please note that unless you are vot in g in person at the Meeting, in order to be counted , the revocation or change must be received by the date and time discussed above in Question 15 above. Also refer to Question 15 above for additional instructions. If you are a beneficial owner of shares , you must follow the directions you receive from your bank, broker, or other nominee in order to change your vote. Attending the Annual Meeting 17 Q: Do 1 need to register in advance to attend the Meeting? A: Yes. In accordance with our security procedures, if you plan to attend the Meeting, you will need to register in advance by following the advance registration instructions below. Attendance at the Meeting will be limited to your Company's invited guests and to persons owning FirstEnergy Corp. shares as of the Record Date of March 18 , 2016, who register in advance of the Meeting as described below and present: (i) an admission card (refer to further instructions below) and (ii) a valid form of government-issued photo identification.

The admission card admits only the named shareholder(s) and is not transferable.

If you are a beneficial owner of shares (other than being a participant in the FirstEnergy Corp. Savings Plan), to attend the meeting you will also need an original copy of a letter or l egal proxy from your bank , broker , or other nominee or your account statement s howing proof that you own FirstEnergy shares as of the Record Date. Advance Registration If you are a shareho ld er of record , participant in the FirstEnergy Corp. Savings Plan or an e mploy ee w ho holds unvested restricted stock and you are vo ting by Intern et or telephone, or by mail: To register to attend the Meeting, please indicate that you will attend the Meeting when voting by Internet or telephone, or check the appropriate registration box on your proxy card if voting by mail. A ll other share hold ers: To register to attend the Meeting and, as ap plicabl e, have a n a dmi ss ion ca rd mailed to you , please send a request containing all of the following information by mail to: 11 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 1 "'Jfornatio.'l

,bout hr. Meet "'lg FirstEnergy Corp. A nnu a l Meeting Registration

-A-G0-1 6 , 76 South Main Street , Akro n , OH 4430&-1890

by email to

Registration

@FirstEnergyCorp.com or by fax: 330-7 77-6519: I. Your name, mailing address and telephone number; and 2. If you are a b enefic i a l ow n er (other than participants in the FirstEnergy Corp. Savings Plan), proof that you own FirstEnergy s h ares (such as a photocopy of a l etter or l ega l proxy from your b ank , brok e r , or ot h er n ominee or a photocopy of your acco unt sta t e m ent redacting certain information) as of th e Record Date of March 1 8, 2016. Admission Card If yo u plan to atte nd th e Meeting , please follow the advance registration instructions above and bring the a dmi ssio n card wi th you to the Meeting. If you are a s h a reholder of record , p a r tic ip an t in the FirstEnergy Co rp. Savings Pl a n or an employee w ho hold s unvested restricted stock, the a dmis s ion card portion of your proxy card or one-p age Notice of Int e rnet Availability th at was included with yo ur pro xy material mailing w ill serve as your admission card. A ll other s h are hold ers must fo llo w th e in s truction s above to receive an admi ss i on card. Other Related Matters If you desire to have one representativ e attend the Meeting on your b e h a lf or one representative designated to present a shareholder proposal properly brought before the Meeting , please follow the process under "All other shareholders" above and include the name, mailing a ddress and telephone number of that representative.

Cameras, recording e quipment , computers , large bag s and items s u c h as briefca ses, backpack s and packag es will not be pennitted in the Meeting room. No individual ma y use communication d evices, t ake photograph s, or use audio or video recording equipment in the Meeting facilities without the express written penni ss ion of your Co mp a n y. No fireanns or weapons will be allowed in the Meeting facilities.

Signage a nd other inappropriate items are likewise prohibited. 18 I Q: What are the directions to the Meeting location?

A: John S. Knight Ce nt e r , 77 E. Mill Street, Akron, Ohio

• From Ohio Turnpike Vi a Route 8: Take I-80 East to Exit 180 (Route 8 South). Follow Route 8 South to the Perkins Street exit. Exit right onto Perkins Street. Proceed on Perkin s Street until reaching High Street. Turn left onto High Street. Proceed on High Street , pa ss ing over East Market Street. The John S. Knight Center i s l o cated on the left at the corner of High & Mill Street s.

• F rom North Via I-77 & We s t Via I-76: T ake I-77/I-76 (t hey run concurrently briefly) to Exit 22A. Merge with a one-way side s t r eet (S outh S treet). Fo llow South Street to the 2 nd li g ht-At that point all traffic mu s t turn left onto Broadwa y. Follow Bro a dwa y to Mill Stre e t. The John S. Knight Center i s locat e d at the co rner of Broadw ay & Mill Streets.

• From North and South via 1-71: Take 1-71 to 1-76 East to Exit 22A (Main/Broadway/Downtown) then follow directions above.

• From South: Take 1-77 to Exi t 22A. Tak e Bro a dw ay and follow Bro a dway to Mill Street. The John S. Knight Center is loc a ted on the left a t the corner of Broadway & Mill Streets. Parking is avai lable next to and near the John S. Knight Center. 12 I Corp. 2016 Pro xy Statement Table of Contents 1 lnfol"'l31io., .:ihout i:hc Mccl ig Shareholder Proposals For 2017 19 Q: When are shareholde r proposals due for the 20 1 7 Annual Meeting? A: Under the rule s of the SEC , a shareholder who wishes t o offer a proposal for inclusion in your Company's proxy statement and proxy card for the 2017 annual meeting of shareholders must submit the proposal and any supporting statement by December 2, 2016, to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron , OH 44308-1 890. Any proposal received after that date wi ll not be eligible for in clusion in the 2017 proxy statement and proxy card. Under our Amended Code of Regulations , a shareholder who wis he s to properly introduce an item of business before an annual meeting of shareholders must follow the applicable rules and procedures.

The proc e dures provide that we must receive the notice of intention to introduce an item of business, including nominations of candidates for election to your Board, at an annua l meeting not l ess than 30 nor more than 60 calendar days prior to the annua l meeting. In the event public announcement of the date of the annual meeting is not made at least 70 ca lend ar days prior to the date of the meeting, notice must be received not later than the close of bu siness on the l 0th calendar day following the day on which the public announcement is first made. Accordingly, if a public announcement of the date of the 20 17 annual meeting of shareholders is made at le ast 70 calendar days prior to the date of the meeting and assuming that our 2017 annual meeting of shareho ld ers is held on th e third Tuesday of May, we must receive any notice of intention to introduce an item of business at that meeting no earlier than March 17, 2017 and no later than April 16 , 2017; otherwise, we must receive any notice of intention to introduce an item of business at that meeting no later than the close of bu siness on the 10th calendar day following the day on which the public announcement is first made. Ifwe do not receive notice as set forth above or if certain other requirements of applicable law are met , the persons named as proxies in the proxy materials relating to that meeting will use their discretion in vo ting the proxies when these matters are raised at the meeting. Our Amended Code of Regulations is available on the S E C website and upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Obtaining Additional Information 20 Q: How can I learn more about FirstEnergy's operations?

A: If you received a paper copy of this proxy statement , you can learn more about our operations b y re viewing the annual report to s hareholders for the year ended December 31, 2015, that is included with the mailing of this proxy statement.

If you did not receive 11 pap e r co py of thi s pr oxy statemen t , yo u can view th e annua l r ep or t an d o th er i n fo r m a tion by v i s iting o u r web s it e al www.firstenergycorp

.com/financ ialr eports or www.ReadMaterial

.com/F E. A copy of our latest Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC, including the financial statements and the financial statement schedules, will be sent to you, without charge, upon written request to Rhonda S. Ferguson, Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890.

You also can view the Form 10-K by visiting your Company's website at www.firstenergycorp.com/financialreports.

Information contained on any of the Company or third-party websites referenced above or later in this proxy sta tement i s not deemed to be part of this proxy stateme nt. 13 FirstEner!'.)y Corp. 2016 Proxy Statement Table of Contents Corporate Governance and Board of Directors Information Board Leadership Structure Your Board separated the positions of CEO and Chainnan of the Board in 2004 and such separation has continued except for a brief transition period from January I, 2015 to April 30, 2015 in which your fonner CEO, Mr. Anthony J. Alexander, served as Executive Chainnan. During this brief transition period, Mr. George M. Smart served as yo ur Lead Independent Director.

Effective May 1 , 2015 , Mr. Smart returned to his prior role as your independent Chainnan when your fonner CEO conc lu ded his service as Executive Chairman.

Mr. Smart, whether in his role as Chairman or in his ro l e as Lead Independent Director during the transition period , presided at all executive sessions of the independent directors. Our Amended Code of Regulations and Corporate Governance Policies do n ot require that your Chainnan of the Board of Directors and CEO positions be separate, an d your Board has not ado pted a specific policy or philosoph y on whether the role of the CEO and Chairman of the Board of Directors s hould be separate. However, having a separate Chairman of the Board and CEO has typically a llowed your CEO to focus more tim e on our day-to-day operations and i s appropriate at this time. As required by the NYSE listing stan dard s , FirstEnergy schedules regular execut i ve sessio n s for yo ur independent directors to meet w ithout management participation. Because an independent director is required to preside over each such executive session of independent directors , we belie ve it i s mor e efficient to have your Lead Independent Director or independent C hairman preside over all such meetings as opposed to rotating that function among all of your Company's independent directors.

Director Independence Your Board annually reviews the independence of each of it s member s to make the affirmative determination of independence that is called for by our Corporate Governance Policies and required b y the SEC and the li sting standards of the NYSE, including certain independ e nc e requirement s of Board memb ers serving on the Audit Committee, the Compensation Comm ittee and the Corporate Governance Committee.

Your Bo a rd adheres to the definition of an "independent" director as established by the NYSE and the SEC. The definition used by your Board to detennine independence i s included in our Corporate Governance Policies and can be viewed by visiting our website at www.flrstenergycorp.com

/charters.

Compliance with the definition of independence is reviewed annually b y the Corporate Governance Committee.

During this review, your Board recognizes that in the ordinary course of business , re l ationships and transactions may occur between your Company and its subsidiarie s and entities with which some of our directors are or have be e n affiliated.

Accordingly, our Corporate Governance Guidelines pro vide categorical standards to assist your Board in determining what constitutes a material relationship for purposes of determining a director's independence.

The followin g commercial and charitable relationships are not considered to be a material relation s hip that wou l d imp ai r a d ir c t o r's ind e p e nd e n ce: (i) if the director , an immediate family member or a person or organization with whic h the director has an affiliation purchases electricity or related product s or services from the Company or its s ub sid iari es in the ordinary course of business and where the rates or charges in vo l ved in the trans action are fixed in confonnity with law or governmental authority or otherwise meet the req u irements of Instruction 7 to Item 404(a) of Regulation S-K; (ii) the aggregate charitable contributions made by the Company to an organization with which a director has an affiliation were less than $100,000 in each of the last three fisca l years; or (iii) the aggregate of other payments made by the Company to another entity with which a director has an affiliation, or received by the Company from that other entity, were l ess than $1 million in each 14 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents of the last thre e fiscal years. Notwithstanding the foregoing , y our Board will not tr e at a director's relationship with th e Company as c a tegorically immateri a l if th e relation s hip otherwi s e conflict s wi th th e NY S E corp o rate g ov e rn a n ce li s ting s t a nd a rd s or i s requir e d to be di s closed by th e Company pur s uant to Item 404 of Regulation S-K. Based on the February 2016 independence review, y our Board affirmatively determined , with the exception of our CEO , Mr. Charles E. Jones, that all nominee s (Paul T. Addison, Mich a el J. Ander s on , William T. C ottl e, Rob e rt B. Hei s ler , Jr., Julia L. John s on , Ted J. Klei s ner , Don a ld T. Misheff , Thomas N. Mitch e ll , Ernest J. No v ak , Jr., Chri s toph e r D. Pappa s, Lui s A. Re y e s, George M. Smart and Dr. J e rry Su e Thornton) are independent , in e a ch case under these independence standards.

Mr. Jone s is not con s idered an independent director because of his employment with your Company. Additionally , Ms. Catherine A. Rein and Mr. Wes M. Taylor who retired from your Board effective May 19 , 2015 , w ere considered independent directors and Mr. Anthon y J. Alexand e r, w ho concluded his servi c es to your Board effective April 30 , 2015 , was not considered an independent director because of hi s employment with your Company. In making such determinations, your Board considered the fact that certain directors are executive officers of companies with which we conducted business. In addition , many of our directors are or were directors , trustees , or similar advisors of entities with which we conducted business or of non-profit organizations with which we conducted business and/or made contributions.

Specifically, your Board considered the following relationships and transactions , which occurred in the ordinary course of business , between your Company and its subsidiaries and certain entities some of our directors have been affiliated with that existed or occurred during the preceding three years. Outside of their service as a Company director , none of your Company's independent directors currently provide professional or other services to your Company , its affiliates or any officer of your Company and none of your Company's directors are related to any executive officer of your Company.

• Non-regulated electric services and related non-electric products and services purchased from your Company (related to company board's in which Ms. Johnson, Dr. Thornton and Messrs. Anderson , Heisler, Misheff, Novak and Pappas serve as directors, a company's safety review board in which Mr. Reyes ser v es as a di r ector , and an organi z ation in which Dr. Thornton and Mes srs. No v ak and Heisle r serve as directors);

• Purchases by your Company of electric power generation related products (related to a board in which Mr. Anderson serves as a director);

• Purchases by your Company of public utility water services (related to a board in which Ms. Johnson serves as a director);

• Purchases by your Company of temporary labor and mutual emergency assistance (related to a board in which Ms. Johnson serves as a director);

• Purchases by your Company of paint and related coatings (related to a board in which Dr. Thornton serves as a director);

• Payments by your Company relating to workers compensation (related to an organization in which Dr. Thornton and Messrs. Heisler and Novak serve as directors);

• Purchases by your Company of non-a udit related servi c es (related to one of the big four accounting firms that is not our independent accountant in which a family member of Mr. Cottle is employed);

• Payments by your Company relating to charitable contributions , membership fees/dues and related expenses (related to an organization in which Dr. Thornton and Messrs. Heisler and Novak serve as directors, and an organization

's training and accreditation board in which Mr. Reyes serves as a director). 15 FirstEner!:lv Corp. 2016 P rox y Statement Table of Contents In all cases , your B oard detennined that the nature of the bu si n ess con duct ed and any interest of the applicab l e director in that bu si n ess were immaterial both to your Company and to the director.

Pursuant to your Company's Corporate Governance Policies , you r Board a l so determined that the amounts paid to or received from the other entity affiliated with the app li cab l e di rector in connection with the applicab le transactions in each of the l ast three years did not exceed the greate r of$ I million or two percent of the consolidated gross revenue of that ent i ty , which i s the threshold set forth in the NYSE listing standards and our Corporate Gove rnan ce Policies.

The Corporate Governa n ce Comm itt ee determined that n one of the relationships described above constituted a related person transaction requiring disclosure under the heading " Certain R elationsh ip s and R e l ate d Person Tran sact i ons" in this proxy statement.

A l so, in eac h case w h ere the director is an executive officer of a n ot her company , any transactions co n s tituted less than one percent of your Company's and the other company's consolidated gross r evenues in each of the l ast three completed fiscal years. Board's Function Although your Board h as the re s p o n s ibility for establishing bro a d corporate policies and our overall p e r for m a nce , your Bo a rd is not in vo lved in da y-to-d ay operations of yo ur Co mpan y. Management keep s the directors informed of our bu s ine ss a nd operations with var iou s r e port s and document s that are sent to them each month. Management also mak es operating and financial pre sentat ion s at B oa rd a nd committee me eti n gs. Your Bo a rd established the comm ittee s de sc rib ed below to assist in performing its responsibilities.

Board Refreshment Your Board is comprised of indi v idual s who a re highly-qu a lified , diverse , and independent (ot her th a n Mr. Jone s, who is not considered independent because of his role as your CEO). Your Board's succession planning takes into account the importance of Board refreshment and having an appropriate bal a nce of experience an d per s pective s on your Board. We have regularly added director s to infu se ne w ideas and fresh per s p ec tiv es into the boardroom and to m aintain a ppropri a t e diversity.

Since the beginning of 2011, your Board h as added eight n ew Board members , including two fonner Allegheny Energy, Inc. (later referr e d to as A YE) directors that joined your Board at the completion of the merger with A YE in 2011 and an additional former A YE director that joined your Board later in 2011. The result i s over 40 percent of your Board ha s le ss than 5 years tenure and nearl y 60 percent of your Board has les s than 6 years tenure. Also, in conn e ction with our mandatory retirement age of 72 for outside directors described below , five of our current directors (including four of our longest tenured directors) are expected to retire within the next three years. Board's Role in Risk Oversight Your Company faces a va riety of ri sks and recognizes that the effective management of those risks contributes to the ove rall success of your Company. Your Company ha s implemented a process to identify , prioritize , report , monitor , manage , and mitigate its significant risks. A Risk Policy Committee, consisting of th e Chief Risk Officer and senior executive officers, provides oversight and monitoring to ensure that appropriate risk policies are established and carried out a nd processes are executed in accordance with selected limit s and approval levels. Other Company committees exist to address topical risk issues. Timely reports on significant risk issues are provided as appropriate to employees, management , senior executive officers, respective Board committees, and the full Board. The Chief Risk Officer also prepares enterprise-wide risk management report s that are presented to the Audit Committee , the Finance Committee and your Board. Your Board administers its risk oversight function through the full Board as well as through the various Board committees. Specifically , the full Board considers applicable risks of your Company at each me e ting in connection with its consideration of significant business and financial d eve lopments of your Company. Also, th e Audit Committee Charter requires the Audit Committee to oversee, assess, discuss, and ge nerally re v iew yo ur Company's policie s wit h respect to the assessment a nd management of risks , including ri s k s related to the financial statements and financial reporting proce ss of the Company, c redit risk, liquidi ty and commodity market 16 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents risks, and risks related to cybersecurity. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposures. Through this oversight process , your Board obtains an understanding of significant risk issues on a timely basis , including the risks inherent in your Company's strategy. In addition , while your Company's Chief Risk Officer administratively reports to the Chief Financial Officer (later referred to as your CFO), he also has full access to the Audit and Finance Committees and is scheduled to attend each of their committee meetings.

In addition to the Audit Committee's role in risk oversight, our other Board committees also play a role in risk oversight within each of their areas of responsibility.

Specifically, the Compensation Committee reviews, discusses, and assesses risk related to compensation programs, including incentive compensation and equity-based plans, as well as the relationship between our risk management policies and practices and compensation. See also , "Risk Assessment of Compensation Programs" found in the Compensation Discussion and Analysis (later referred to as the CD&A) section in this proxy statement.

The Corporate Governance Committee considers risk related to corporate governance, including Board and committee membership, Board effectiveness , and related party transactions.

The Finance Committee evaluates risk relating to financial resources and strategies, including capital structure policies, financial forecasts, budgets and financial transactions, commitments, expenditures, long and short-term debt levels, dividend policy, issuance of securities, exposure to fluctuation in interest rates, share repurchase programs and other financial matters deemed appropriate by your Board. The Nuclear Committee considers the risks associated with the safety, reliability, and quality of our nuclear operations.

Further, day-to-day risk oversight is conducted by our Corporate Risk department and our senior management and is shared with your Board or Board committees, as appropriate.

We believe that your Board's role in risk oversight is consistent with and complemented by your Board's leadership structure.

In addition, the section above in this proxy statement entitled "Board Leadership Structure" provides information relating to our historical separation of the Chairman of the Board and CEO positions.

Director Orientation and Continuing Education Your Board recognizes the importance of its members keeping current on Company and industry issues and their responsibilities as directors. All new directors participate i n orientation soon after being elected to your Board. Also, your Board makes available and encourages continuing education programs for Board members, which may include internal strategy meetings, third-party presentations, and externally offered programs.

Attendance at the Annual Meeting of Shareholders and Board and Committee Meetings Our Corporate Governance Policies provide that directors are expected to attend all scheduled Board and committee meetings and your Company's annual meetings of shareholders.

All Board members who were nominees at that time attended your Company's 2015 annual meeting of shareholders.

Your Board held 10 meetings during 2015. All directors attended at least 87 percent or more of the meetings of your Board and of the committees on which they served in 2015. Non-management directors, who are all independent directors , are required to meet as a group in executive sessions without the CEO or any other non-independent director, or management at least six times in each calendar year. George M. Smart, our independent Chairman of the Board, presides over all executive sessions.

During 2015, the non-management directors met 10 times in executive sessions.

M embers of the Nuclear Committee and other Boa rd members also participa te in regu la r site visits to your Company's operating locat ions, including visits to all three nuclear sites annually. Shareholder Outreach & Engagement We believe that it is important for us to communicate regularly with shareholders regarding areas of interest or concern so we maintain an active shareholder engagement program. As part of our commitment and in an effort 17 Corp. 2016 Proxy Statement Table of Contents to continue to understand our investors' perspective, during the recent year we conducted outreach to a cross-section of shareholders owning approximately 56 percent of our outstanding shares. Our outreach meetings gave us the chance to highlight our good corporate governance and to make clear our commitment to the alignment of pay and perfonnance.

Shareholder feedback and suggestions that we received were reported to the Compensation Committee , Corporate Governance Committee and your entire Board for its consideration. For further insight on our executive compensation related outreach , see the "Shareholder Outreach and Consideration of Say-on-Pay Vote Results" section below in the CD&A. In furtherance of the above , with the support from your Board, your Company's CEO and management team also focused significant effort on introducing our new CEO to our major shareholders and the investment community.

Feedback and suggestions that we received were reported to your Board for its consideration.

Corporate Governance Documents Your Board believes that your Company's policies and practices should enhance your Board's ability to represent your interests as shareholders.

Your Board established Corporate Governance Policies which, together with Board committee charters , serve as a framework for meeting your Board's duties and responsibilities with respect to the governance of your Company. Our Corporate Governance Policies and Board committee charters can be viewed by visiting our website at www.firstenergycorp

.com/charters. Any amendments to these documents will promptly be made available on our website. Committees of your Board of Directors Your Board established the standing committees listed below. All committees are comprised solely of independent directors as determined by your Board in accordance with our Corporate Governance Policies, which incorporate the NYSE listing standards and applicable SEC rules. All members of the Audit Committee , Compensation Committee and the Corporate Governance Committee are independent based on the definition app li cable to such committee in the NYSE listing standards and SEC rules. Mr. Jones, your only director who is not considered independent because of his employment with your Company, does not serve on any board committee. Current Independent Committee Composition I Number of Committee Meetings Held Corp9rate Director Audit Compensation Governance Finance Nuc l ear Paul T. Addison M c -Michael J. Anderson c M William T. Cottle M c Robert B. Heisler, Jr M M Julia L. Johnson M M Ted J. Kleisner c M Donald T. Misheff M M Thomas N. Mitchell M Ernest J. Novak , Jr C/E M Christophe r D.

M M Luis A. Reyes M M George M. Smart M M Dr. Jerry Sue Thornton M M Number of meetings in fiscal year 2015 I

• I 5 5 4 6 C =Chair M = Member E =Audit Committee Financial Expert 18 Corp. 2016 Proxv Statement Table of Contents Audit C o mmittee The purpose of the Audit Comm itt ee is to assist your Board with oversight of: the integrity of your Company's financial statements

your Company's compliance with legal, risk management and oversight , and regulatory requirements; the independent auditor's qualifications and indep endence; the performance of your Company's internal audit function and independent auditor; and your Company's systems of internal control with respect to the accuracy of financial records , adherence to Company policies, and compliance with legal and regulatory requirements.

The Audit Committee prepares the report that SEC rules require be included in this proxy statement and performs s uch other duties and responsibilities enumerated in the Audit Committee Charter. The Audit Comm ittee's function is one of oversight, recognizing that your Company's management is responsible for prepar i ng your Company's financial statements, and the independent aud itor is responsible for auditing those statements. In adopting the Audit Committee Charter , your Board acknowledges that the Aud it Committee members are not employees of your Company and are not providing any expert or special assurance as to your Company's financial statements or any professional certification as to the ind ependent auditor's work or auditing standards.

Each member of the Audit Committee shall be entitled to rely on the integrity of those persons and organizations within and outside your Company who provide infonnation to the Audit Committee and the accuracy and completeness of the financial and other infonnation provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary.

For a complete list of responsibilities and other infonnation, please refer to the A udit Committee Charter avai l ab l e on our website at www.jirstenergycorp

.com/charters.

All members of the Audit Committee are financially literate.

Your Board appoints at least one member of the Audit Committee who, in your Board's bu si ness judgment, is an " Audit Committee Financial Expert," as such tenn is defined by the SEC. Your Board determined that independent Audit Committee and Board member Ernest J. Novak, Jr. meets this definition. If it would occur and as required by the applicab le NYSE listing standards, your Company will disclose on its website (www.jirstenergycorp

.com under the tab " Investors", "Co rporate Governance" and " Board of Dire ctors") a ny Board det erminatio n that the service by a member of your Company's Audit Committee on the audit committees of more than three public companies does or does not impair the ability of that individual to serve effectively on your Company's Audit Committee.

See the Audit Committee Report i n thi s proxy statement for additional infonnation regarding the Audit Committee.

Mr. Misheff joined the Audit Committee in May 2015. Ms. Catherine A. Rein served on the Audit Committee until she retired from your Board in May 2015 in accordance with the mandatory retirement age provisions of our Corporate Governance Policies.

A l so, our Corporate Governance Policies require that to facilitate transition , your Board s h a ll not designate any director to serve as a Chair of a committee as of the date of the annual meeting that immediately precedes his or her 72nd birthday, nor will your Board nominate for re-election at any annual meeting of shareholders a non-employee director follow in g his or her 72nd birthday. Accordingly, Mr. Novak is to transition off as Chair of the Audit Committee in May 2016 and it is expected that the Board will appoint his replacement at its May 2016 meeting. Compensation Committee The purpose of the Compensation Committee is to discharge the responsibilities of your Board as specified in the Compensation Committee Charter relating to the compensation of certain senior-l evel officers of your Company, including your CEO, your Company's other non-CEO executive officers , the Chairman of the Board , if the Chairman of the Board is not an employee, and other indi vidua l s named in your Company's annual proxy statement; review, discus s, and endorse a compensation philosophy and objectives that support competitive pay-for-performance and are consistent with the corporate strategy; assist your Board in establishing the appropriate incentive compensation and equity-based plans for your Company's executive officers and other senior-level officers; administer such plans in order to attract, retain , and motivate skilled and talented executives and to align such plans with Company and business unit performance , business strategies, and growth in shareholder value; 19 FirstEner!'.IY Corp. 2016 Proxy Statement Table of Contents review and discuss with your Company's management the disclosures in the CD&A required by applicable rules and regulations and, based upon such review and discussions , recommend to your Board whether the CD&A shou ld be included in your Company's Annual Report on Fonn 10-K and proxy statement; produce the Compensation Committee Report to be included in your Company's Annual Report on Form 10-K and proxy statement, in accordance with app licable rules and regulations; and perform such other duties and responsibilities enumerated in and consistent with the Compensation Committee Charter. The Compensation Committee, in accordance with applicable law , has delegated authority to your CEO to establish the compensation of se nior-l eve l officers other than our executive (i.e., Section 16) officers.

Also, to the extent permitted under NYSE Listing Standards and applicable law , the Compensation Committee is authorized to delegate to one or more subcommittees.

For a complete li st of responsibilities and other information , refer to the Compensation Committee Charter available on our website at www.firstenergycorp.com

/charters.

In addition, refer to the CD&A that can be found lat e r in this proxy statement.

Mr. Misheff and Dr. Thornton joined the Compensation Committee in May 2015. Ms. Rein and Mr. Wes M. Taylor served on the Compensation Committee until they retired from your Board in May 2015 in accordance with the mandatory retirement age provisions of our Corporate Governance Policies. Also, our Corporate Governance Policies require that to facilitate transition, your Board shall not designate any director to serve as a Chair of a committee as of the date of the annual meeting that immediately precedes his or her 72nct birthday. Accordingly, Mr. Kleisner is to transition off as Chair of the Compensation Committee in May 2016 and it is expected that the Board will appoint his replacement at its May 2016 meeting. Corporate Governance Committee The purpose of the Corporate Governance Committee is to develop, recommend to your Board, and periodically review the corporate governance principles applicable to your Company; recommend Board candidates for all directorships by identifying individuals qualified to become Board members in a manner that is consistent with criteria approved by your Board; recommend that your Board select the director nominees for the next annual meeting of shareholders and recommend to your Board nominees to fill any vacancies and/or newly created directorships on your Board; and oversee the evaluation of your Board , each committee thereof, and management. In consultation with the CEO, the Chairman of the Board and the full Board , the Corporate Governance Committee has primary responsibility to search for, recruit, screen, interview, and recommend prospective directors , as required, who will provide an appropriate balance of knowledge, experience, and capability on your Board. The process for board succession p l anning and identifying potential candidates for nomination by your Board is an ongoing one. The Corporate Governance Committee has actively engaged in director succession planning and regularly evaluates the addition of a director or directors with particular attributes described below a long with an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning.

Your Board did not u se a third party to assist with the identification and evaluation of potential nominees. The Corporate Governance Committee is guided by its charter, the Corporate Governance Policies , and other applicable laws and regulations in recruiting and selecting director candidates.

Any assessment of a prospective Board or committee candidate includes, at a minimum, issues of diversity , age, background and training; business or administrative experience and skills; dedication and commitment; business judgment; analytical skills; problem-solving abilities; and familiarity with the regulatory environment, in addition to such other attributes deemed appropriate by your Board or Corporate Governance Committee, all in th e context of an assessment of the perceived needs of your Board at that point in time. The Corporate Governance Policies provide that your Board will not nominate for re-election at any annual meeting of shareholders a employee director following his or her 72nd birthday. In addition, the Corporate Governance Committee may consider such other attributes as it deems appropriate, all in the context of the perceived needs of your Board or applicable 20 FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents committee at that point in time. Such directors shall posses s experience in one or more of th e following:

management or senior l eadership position which demonstrates significant business or administrative experie nc e an d ski ll s; accounting or finance; th e electric ut ili ties or nuclear power industry; or other sig nificant and rel eva nt areas deemed by the Corporate Governance Committee to be valuable to yo ur Company. The Corporate Governance Committee investigates and considers suggestions for candidates for membership on your Board , including shareholder nominat i ons for your Board. Provided that share hold ers nomin at ing director candidates have comp l ied with the procedural requirements set forth in the Corporate Go verna nce Committee Charter and Amended Code of Regulations , the Corporate Governance Committee app l ies the same criteria and employs s ubstantially similar procedures for eva lu at ing nominees suggested b y shareholders for your Board as it would for evaluating any other Board nominee. The Corporate Governance Comm itt ee w ill g i ve due consideration to all shareholder nominations that are su bmi tted in w ritin g to the Corporate Governance Committee, in care of the Corporate Secretary, FirstEnergy Corp., 76 South Main Street , Akron, Ohio 44308-1890, received at least 120 d ays b efore the public at ion of your Company's annual proxy statement from a share h o ld er or group of s h are hold ers owning one h a l f of one p erce nt (0.5 percent) or more of your Compa n y's vo ting s to ck for a t le as t one year, and accompanied by a de scr iption of the propo se d nomine e's qu a lific at ions and other r e l eva nt bio gra phic a l infonnation, together with the written consent of the propo se d nomin ee to be named in the pro xy s tat e m en t and to se r ve on your Bo ar d. For a complete list of responsibilities and other information, refer to the Corporate Governance Co mmitt ee Charter avai l a bl e on our website a t www.firstenergycorp.com/charters. Finance Committee The purpose of the Finance Committee i s to monitor and ove r see your Company's financial resources an d strategies, wit h emphasis on those issues th a t are long-term in nature. For a complete li s t of re sponsi bili ties and ot her information , refer to the Finance Committee Charter availa ble on our website at www.firs t e n ergycorp.co m/c harters. Dr. Thornton joined th e Finance Committee in May 2015 , and Ms. Johhson and Mr. Misheff we r e m em b e r s of th e Fin ance Committee until May 2015. Nuclear Committee The purpose of the Nuclear Committee is to monitor and oversee your Company's nuclear program and the operation of all nuclear unit s in which your Company or any of it s subsidiaries h as an ownership or l ease hold interest.

For a complete li s t of responsibilities and other infonn atio n , refer to the Nuclear Co mmittee Charter avai l a bl e on our we b s ite at www.firstenergycorp.com/cha rt ers. Mr. Thomas N. Mitchell joined th e Nuclear Committee in January 2016. Donald T. Misheffwas a member of the Nuclear Committee until May 2015. Mr. Taylor serve d on the Nuclear Committee until he retired from yo ur B oa rd in May 2015 in accordance with the mand a tory retirement age pro v i s ions of our Corporate Go ve rnance Policies. Non-Affiliated Board Membership Our C orporate Governance Policies provide that the expect a tion i s th a t directors will not , without your Board's approval , serve on the board of dire cto rs of more than three other non-affi liated companies having sec uritie s registered under the Securities Exchange Act of 1934 , as a mend e d (later referred to as the Exchange Act). All of our director s are in compliance with this provision of our Corporate Go ve rnance Policies.

Communications with your Board of Directors Your Board provides a proce ss for shareholders a nd inter ested p arties to sen d communications to your Bo a rd a nd non-managem e nt directors, including our Chairman of the Board. As set forth in your Company's Corporate 21 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents Governance Policies, shareholders and interested parties may send written communications to your Board or a specified individual director by mailing any such communications to the FirstEnergy Board of Dir ec tors at your Company's principal executive office, c/o Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Our Corporate Governance Policie s can be viewed by visiting our website at www.flrstenergycorp

.com/c harters. The Corporate Secretary or a member of her staff re views a ll such commu nications promptly and relays them directly to a Board member or a specified individual director , provided that such communications: (i) bear relevance to your Company and the interests of the shareholder, (ii) are capable of being implemented by your Board , (iii) do not contain any obscene or offensive remarks , (iv) are of a reasonable length, and (v) are not from a shareholder who already has sent two such communications to your Board in the last year. Your Board may modify procedures for sorting shareholders' and interested parties' communications or adopt any additional procedures, provided they are approved by a majority of the independent directors.

Codes of Business Conduct Your Company's Code of Business Conduct applies to all employees, including the CEO, CFO, and Chief Accounting Officer. In addition, your Board has a separate Director Code of Ethics and Business Conduct. Both codes can be viewed on our website at www.firstenergycorp.com/charters.

Any substantive amendments to , or waivers of, the prov i sions of these documents will be disclosed and made available on our website. Both codes are available, without charge, upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street , Akron, Ohio 44308-1890 or may be viewed on our website at www.firstenergycorp

.com/charters.

22 Corp. 2016 Proxy Statement Table of Contents Audit Committee Report The Audit Committee (later referred to in this section as the Committee) of your Board is charged with assisting the full Board in fulfilling their oversight responsibility with respect to the quality and integrity of the accounting , auditing, and financial reporting practices of your Company. The Committee acts und er a written charter that is re viewed annually , revised as necessary , and is approved by your Board. In fulfilling its oversight responsibilities , the Committee re viewe d and di scussed with management the audited financial statements to be included in your Company's Annual Report on Form 10-K for the year ended December 31, 2015. In performing its review, the Committee discussed the propriety of the application of accounting principles by your Company, the reasonableness of s ignificant judgments and estimates used in the preparation of the financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and di scussed with you r Company's independent registered public accounting firm , PricewaterhouseCoopers LLP , their opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States. This discussion covered the matters required by Auditing Standard No. 16 , "Comm unications with Audit Committees," as adopted by the Pub l ic Company Accounting Oversight Board , including its judgments as to the propriety of the application of accounting principles by your Company. The Committee received the w ritten disclosures and the letter from the independent registered public accounting firm regarding their independence from your Company as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant

's communications with the audit committee concerning independence and discussed with the independent registered public accounting finn such firm's independence. The Committee discussed with your Company's internal auditors and independent registered public accounting firm the overall scope, plans , and results of their respective audits. The Committee met with the internal auditors and independent registered public accounting firm, with and without management present , to discuss the results of their examinations, their evaluations of your Company's internal controls , and the overall quality of your Company's financial reporting process. Based on the above reviews and discussions conducted, the Committee recommended to your Board that the audited financial statements be included in your Company's Annual Report on Fonn 10-K for the year ended December 31, 2015, for filing with the SEC. Audit Committee Members: Ernest J. Novak, Jr. (Chair), Paul T. Addison, Robert B. Heisler , Jr., Donald T. Misheffand George M. Smart. 23 FirstEner!lv Corp. 2016 Proxy Statement Table of Contents Matters Relating to the Independent Registered Public Accounting Firm Audit Fees The following is a summary of the fees paid by your Compa n y to its independent registered public accounting firm , PricewaterhouseCoopers LLP, for services provided to your Company and its reporting subsidiaries during the years 2015 and 20 14: PricewaterhouseCoopers LLP billed your Company an aggregate of $7 ,787 , 000 in 2015 and $7 , 823 , 000 in 2014 in fees for professional services rendered for th e audit of your Company's financial sta tements a nd the review of the financial statements in cl ud ed in eac h of yo ur Com p any's Quarterly Reports on Fonn I 0-Q, services that are nonnally pro v ided in connection with statutory and regulatory filings or engagements, related serv ic es and non-audit-related serv ice s as noted below. Audit Fees ( I) Aud it R e l ated Fees(2 J Tax Fees All Other Fees(3 J Fees for Audit Year 2015 $7,622,0 00 150,000 15 , 000 $7,787,000 Fees for Audit Year 2014 $7,701,000 117 ,0 00 5 , 000 $7,823,000 (1) Professional se r vices rend ered for the a udit s of yo ur Co mpan y's and ce rt a in of its s ub s idiari es' annual financial statements and reviews of un a udit e d financial stateme n ts included in yo ur Co mp a n y's a nd it s SEC reporting subsidiary

's Quarterly Reports on Form 10-Q a nd for se rvic es in connection w ith statutory and r eg ul atory filings o r engagements , including comfort l ette r s, agreed upon procedures a nd consents for financings an d filings made with the S EC. (2) Professional serv ic es rendered in 20 1 5 and 2014 re l a ted to SEC Regulation AB. A l so, in 2014, professional services rendered r e l ated to a ddi t i o n a l ag reed upon procedures for the audit of co mpli ance w ith certain DO E grants , ri sk assurance and the a udit of the cost a llo cation manual of The Potomac E di son Co mpan y , an e lectric util ity operating s ubsidiary of yo ur Co mp any. (3) Non-audit-re lat ed software s ub scrip t ion fees to PricewaterhouseCoopers LLP. The Committee has considered w hether any non-audit services rendered by the independent registered public acco unting firm are compatible with maintaining its independence. The Committee, in accordance with its charter and in compliance with all applicable legal and regulatory requir e ment s promulgat e d from tim e to time b y the NYSE and SEC, has a policy under which the independent registered public accounting firm cannot be engaged to perform non-audit services that are prohibited by these requirements.

The policy further states that any engagement of the independent registered public accounting firm to perform other audit-related or any non-audit services must have approval in advance by the Chair of the Committee upon the recommendation of the Vice President , Controller and Chief Accounting Officer. Such approved engagement is then presented to the Committee at its n ext re gu larl y sc heduled meeting. All services provided by PricewaterhouseCoopers LLP in 2015 and 2014 were pre-appro ve d. 24 I Corp. 2016 Pro xy Statement Table of Contents Director Compensation in Fiscal Year 2015 C h a n ge i n Pe n s i o n a nd Fees Ea rn ed o r Stock No n q u a li fie d A ll Oth e r P a id in Cas h Awar d s Defer r e d Co m pe n sa t io n Com p ensa ti o n Na m e (I) ($)(2) ($)(3) ($)(4) ($)(5) To t a l (S) Paul T. Addi s on $110,000 $135 , 096 $4 , 367 $0 $249 , 463 Mich a el J. Ander s on $110 , 000 $135 , 096 $2 , 818 $5 , 500 $253 , 414 Willi am T. Cottle $116 , 000 $135 , 096 $11 , 883 $0 $262 , 979 Robert B. Hei s ler , Jr. $96,500 $135 , 096 $1 , 390 $4 , 000 $236 , 986 Julia L. Johnson $101,000 $135 , 096 $0 $0 $236 , 096 Ted J. Kleisner $113 , 000 $135 , 096 $0 $2 , 200 $250 , 296 Donald T. Misheff $95,000 $135 , 096 $0 $0 $230 , 096 Thomas N. Mitchell (6) $0 $0 $0 $0 $0 Ernest J. Novak , Jr. $121 , 000 $135 , 096 $3 , 415 $5 , 000 $264 , 511 Christopher D. Pappas $95,000 $135,096 $0 $3,000 $233,096 Catherine A. Rein (7) $36,538 $51,979 $38,248 $23,606 $150 , 371 Luis A. Reyes $101 , 000 $135 , 096 $0 $0 $236 , 096 George M. Smart $246 , 500 $135,096 $18,468 $12,146 $412,210 Wes M. Taylor<7l $36 , 538 $5 1 , 979 $0 $0 $88,517 Dr. Jerry Sue Thornton $75,208 $106,974 $0 $5 , 000 $187, 182 (I) Anthony J. Alexander , Executive Chairman , and Charles E. Jones, President and CEO, are not included in this table because during 2015 they were employees of your Company and therefore received no compensation for their service as directors.

The compensation received by Messrs. Alexander and Jones are shown in the 2015 Summary Compensation Table (later referred to as SCT) below. (2) The amounts set forth in the Fees Earned or Paid in Cash column include fees earned in cash whether paid in cash or deferred into the FirstEnergy Corp. Deferred Compensation Plan for Outside Directors (later referred to as the Director's Plan). (3) The amounts set forth in the Stock Awards column include the equity retainer received under the FirstEnergy Corp. 2007 Incentive Plan (later referred to as the 2007 Incentive Plan) and the FirstEnergy Corp. 2015 Incentive Compensation Plan (later referred to as the 2015 Incentive Plan) in the form of shares of c ommon sto c k. E ac h a mount c onstitute s the a ggr e gate grant d a te fair v a lu e of sto c k a w a rd s for fi sc al 2015 calculated in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718. The equity retainer is typicall y paid in quarterl y installments.

(4) The amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation column reflect the aggregate increase in actuarial va lu e to the director of all defined benefit and actuarial plans accrued during the year and above-m arket earnings on nonqualified deferred compensation.

There was no change in present value of accumulated retirement benefits for Ms. Rein. The formula used to determine the above market earnings equals (20 I 5 total interest multiplied by the difference between 120 percent of the Applicable Federal Rate for long-term rates (AFR) and the plan rate and divided by the plan rate). (5) The amounts set forth in the A ll Other Compensation column includ e compensation not required to be included in any other column. Cha rit able matching contributions made on behalf of our directors represent the entire amount in the column , other than for Ms. Rein and Mr. Smart. For Ms. Rein , $I 8 , 0 43 i s included for pension benefits paid in 2015 (earned as a former GPU director), $5,000 for charitable matching contributions and $563 is included for Personal Excess Liability Insurance. For Mr. Smart , $5 , 000 is included for a charitable matching contribution, $7 , 105 for personal use of the aircraft , and $4 1 for gifts. The FirstEnergy Foundation supports the charitable matching contributions under the Matching Gifts Program. (6) Mr. Mitchell was elected to your Board effective January 19 , 2016. (7) Ms. Rein and Mr. Taylor retired from your Board effective May 19 , 2015. Compensation of Directors We use a combination of cash and equity-based incentive compensation in order to attract and retain qualified candidates to serve on your Board. Equity compensation is provided to promote our success by providing incentives to directors that will link their personal interests to our long-term financial success and to increase 25 FirstEneruv Corp. 2016 Proxy Statement Tab l e of Contents shareholde r va lue. In setting director compensation , we take into consideration the s i gnificant amount of time that directors spend in fulfilling their duties to us as well as the skill l evel r equired of members of your Board. Effective January I , 2015, Mr. Jones was elected to your Board. Only employee directors receive the compensation de s cribed below for their service on your Board. Since Mr. A l exan d er and Mr. Jones were emp l oyees, they were not eligi bl e to receive any additional compensation for their service on your Board in 2015. Effect i ve May I, 20 15 , Mr. Smart returned to his ro l e as our no n-executive C h ai rm a n of the Board from his prior role as Lead Ind ependent Dire ctor. Fe e Structur e In 2015 , each non-employee director re ceive d a cash r etai ner of $95,000 and an equ i ty retainer valued at $135 , 000 p ai d in the form of our common stock. The Corporate Gove rn a n ce , Com p ensat i on , Fin a n ce , and Nuclear Committee Chai r s eac h received an addit i o n a l $15 , 000 in 2015 for serving as a committee chairperso

n. The chair of the A udit Commi tt ee received an additional

$20 , 000 in 2015. Dire ctors are also p a id meeting fees of $1,500 only for in-person com mitt ee meetings and/or si te v isits held o ff-c ycle. Mr. Smart , the non-executive Chainnan of the Board , recei ve d an a ddition a l $150 , 000 cash retainer in 2015 for serving in the capacities of Lead Independent Director from January I, 2015 through April 30 , 2015 and executive C h a irm an of the B oa rd for the remainder of 2015, a nd con tinu es to receive such compensation in 2016. Equity a nd cash retainers , a nd ch a irperson retainers were paid in quarterly in s t a llment s. Any equity compensation and any compensation deferred into equity was granted from the 2007 Incentive Pl a n until Jul y 20 15 a nd thereafter, a ll equity was granted from the 2015 Incentive Plan. Dir ec tor s a r e respo n s ibl e for p ayi ng a ll taxes assoc iat e d with cas h an d equity retain ers and perquisites.

We do not gross up equity grants to dir ecto r s to cover tax o bligations. We belie ve it is critical that the interests of directors and shareholders be clearly aligned. As such , similar to the Named Executive Officers (later referred to as the NEOs), directors are also subject to share ownership guidelines. Within 90 days of their election to yo ur Board, a dir ec tor mu s t own a minimum of 100 shares of our common s tock. Within fi ve years of joinin g yo ur Bo a rd , each dir ec tor is required to own shares of our common stock wi th a n aggregate va lue of at least six times the annual cash retainer.

Each director has either a ttained the required sha r e ownership guideline or it is antici p a t e d th at the dir ec tor will attain the required share ownership guideline within the allotted amount of time. The share ownership guidelines are re v iewed by the Compensation Committee for competitiveness on an a nnual ba s i s and were l ast review e d at the Compensation Committee's February 2016 meeting. For 2015 and 2016 , the following directly and indirectly held shares were and will be included in detennining whether a non-employee director met hi s/her ownership guidelines

• Shares directly or jo i ntly owned in certificate form or in a stock investment plan ,

• Shares held in brokerage accounts , and

• All units he l d in th e Director's Plan , and units held in the Allegheny Energy, Inc. Non-Employee Director Stock Plan (later referred to as AYE Director's Plan) or the Allegheny Energy Inc. Amended and Restated Pl a n for Deferral of Compensation of Directors (later referred to as the A YE DCD) which are payable in shares. Dir ector's Pl an The Director's Plan is a nonqualified deferred compensation plan that provides directors the opportunity to defer compensation. Directors may defer up to 100 percent of their cash retainer into either the cash or stock accounts or a ny combination thereof. Deferrals into the cash account can b e in ves ted in one of nin e funds, similar to the investment fund s available to all of our employees through the FirstEnergy Corp. Saving s Plan , or in a Company-26 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents paid annually adjusted fixed income account. The Company paid interest at an annual rate of 7.54 percent on funds deferred into cash accounts prior to 2013 and 5.54 percent on funds deferred into cash accounts beginning in 2013. The interest rate received by the directors is the same rate received by the NEOs under the FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan (later referred to as the EDCP). For stock accounts , dividend equivalent units are accrued quarterly and applied to the directors' accounts on each dividend payment date using the closing price of our common stock on that date. Payments made with respect to any dividend equivalent units that accrue after January 21, 2014 , will be paid in cash. Oth e r Payments or Benefits Received by Directors The corporate aircraft is available, when appropriate, for transportation to and from Board and committee meetings and trammg seminars.

Mr. Smart had the use of an office and administrative support with respect to carrying out his duties as Lead Independent Director and executive Chainnan of the Board in 2015, as applicable, and continues to receive such support in 2016. We pay all fees associated with director and officer insurance and business travel insurance for our directors.

In 2015, our directors were elig i ble to receive perquisites including retirement gifts , annual meeting gifts, limited spa services for spouse, and limited personal use of the corporate aircraft, the value of which was less than $10,000 for most directors.

Based on programs in effect at GPU, Inc. at the time of our merger on November 7, 200 I, directors who served on the GPU Board of Directors were eligible to receive benefits in the fonn of personal excess liability insurance, of which the Company paid a premium of $563 for Ms. Rein in 2015. As of November 7, 200 I, no new participants could receive these benefits.

In addition, in 1997 GPU discontinued a Board of Director's pension program. Directors who served prior to the discontinuation are entitled to receive benefits under the program. Ms. Rein elected to defer receiving her pension until retirement from your Board and began receiving payments in 2015. Directors are able to defer all or a portion of their fees through the Director's Plan and can elect when to begin receiving their deferred compensation.

Payments are made annually.

It is critically important to us and our shareholders , especially in these times of economic volatility and uncertainty, that we be able to attract and retain the most capable persons reasonably available to serve as our directors.

As such , all directors have entered into written indemnification agreements, which are intended to secure the protection for our directors contemplated by our Amended Code of Regulations and Ohio law. Each indemnification agreement provides, among other things , that we will, subject to the agreement tenns, indemnify a director if by reason of their corporate status as a director, the person incurs losses, liabilities , judgments, fines , penalties , or amounts paid in settlement in connection with any threatened, pending, or completed proceeding, whether of a civil , criminal, administrative, or investigative nature. In addition , each indemnification agreement provides for the advancement of expenses incurred by a director, subject to certain exceptions, in connection with proceedings covered by the indemnification agreement.

As directors and officers , the agreements for Mr. Alexander and Mr. Jones address indemnity in both roles. This description of the director indemnification agreements is qualified in its entirety by reference to the full text of the Form of Director Indemnification Agreement between us and each non-management director , filed as Exhibit I 0.1 to our Fonn I 0-Q filed on May 7, 2009 and the Form of Management Director Indemnification Agreement between us and each management director, filed as Exhibit I 0.2 to our Fonn I 0-Q filed on May 7 , 2009. 27 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 3 err. to Be VOled Or Items to Be Voted On Item 1 -Election of Directors You are being asked to vote for the following 14 nominees to serve on yo ur Board for a term expiring at the annual meeting of shareholders in 2017 and until their successors s hall have been elected: Paul T. Addison, Michael J. Anderson, William T. Cottle, Robert B. Heisler, Jr., Julia L. Johnson, Charles E. Jones, Ted J. Kleisner, Donald T. Misheff, Thomas N. Mitchell, Ernest J. Novak, Jr., Christopher D. Pappas, Luis A. Reyes, George M. Smart and Dr. Jerry Sue Thornton.

Mr. Mitchell was elected to your Board effective January 19 , 2016 and is a nominee for election by shareho lders at the Annual Meeting. Mr. Mitchell was recommended as a director by the members of our Corporate Governance Comm itte e. The "Biographica l Information and Qualifications of Nominees for Election as Directors" section of this proxy statement provides infonnation for all nominees for election at the Meeting. Your Board has no reason to believe that the persons nominated will not be available to serve after being elected. If any of these nominees would not be available to serve for any reason, shares represented b y the appointed proxies will b e vote d either for a lesser number of directors or for another person selected by your Board. However, if the inability to serve is belie ved to be temporary in nature, the shares represented by the appointed proxies will be voted for that person who , if elected, will serve when a ble to do so. Pursuant to your Company's Amended Code of Regulations, at any election of directors , the persons receiving the greatest number of votes are elected to the vacancies to be filled. Our Corporate Governance Policies also provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by yo ur Board), any nominee for director who receives a greater number of votes "w ithheld" from his or her election than votes "For" his or her election will promptly tender his or her resignation to the Corporate Governance Committee following certification of the shareholder vote. The Corporate Governance Committee will promptly consider the tendered resignation and will recommend to your Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders

' meeting at which the e lection occurred. In considering whether to recommend acceptance or rejection of the tendered resignation, the Corporate Governance Committee will consider factors deemed relevant by the committee members, including the director's length of service, the director's particular qualifications and contributions to your Company, the reasons underlying the majority withheld vote, if known, and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Policies.

In considering the Corporate Governance Committee's recommendation, your Board will consider the factors considered by the Corporate Governance Committee and any such additional information and factors your Board b e lieves to be relevant.

Your Board will act on the Corporate Governance Committee's recommendation no later than at its next regularly sc heduled board meeting. This It em I asks that you vote "FOR" the 14 nomine es named in this proxy statement to serve on your Board. Your Board Recommends That You Vote "For" Item 1. 28 FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents 3 to B e \*o1ed 01* Item 2 -Ratification of the Appointment of the Independent Registered Public Accounting Firm You are being asked to ratify the Audit Committee's appointment of PricewaterhouseCooper s LLP as your Company's independent registered public accounting finn to examine the books and accounts of your Company for the fiscal year ending December 31, 2016. While our Amended Code of Regulations do not require s hareholder s to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are submitting the proposal for ratification as a matter of good corporate governance. However, if shareholders do not ratify the appointment, the Audit Committee will reconsider retaining PricewaterhouseCoopers LLP. Even if the ap pointment is ratified, the Audit Committee, at its discretion , may change the appointment at any time during the year if it determines that such a change would be in the best interests of your Company and its shareholders.

A representative of PricewaterhouseCoopers LLP is expected to attend the Meeting and will be available to respond to appropriate que s tions , and have an opportunity to make a statement if he or she wishes to do so. We refer you to the "Matters Relating to the Independent Registered Public Accounting Firm" section of this proxy statement for information regarding services perfonned by, and fees paid to , PricewaterhouseCoopers LLP during the years 2014and2015.

This Item 2 asks that you vote "FOR" the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as your Company's independent registered public accounting finn for the 2016 fiscal year. Your Board Recommends That You Vote "For" Item 2. Item 3 -Advisory Vote to Approve Named Executive Officer Compensation The following proposal provides shareholders the opportunity to cast an advisory, non-binding vote on compensation for the NEOs, as further described in the CD&A, by voting for or against the following resolution. This resolution is required pursuant to Section 14A of the Exchange Act. The next advisory vote on NEO compensation is scheduled to occur at your Company's 2017 annual meeting of shareholders, at which time we will also have our next vote to detennine the frequency of these advisory votes going forward. Currently, the advisory vote is held every year. The Board strongly supports your Company's executive pay practices and asks shareholders to support its executive compensation program through the following resolution

"RESOLVED, that the shareholders approve, on an advisory basis , the compensation of the FirstEnergy Corp. NEOs , as such compensation is disclosed pursuant to the compensation disclosure rules of the SEC, including the CD&A, the compensation tables , and the other related narrative executive compensation disclosure contained in this proxy statement." The primary objectives of your Company's executive compensation program are to attract, motivate , retain , and reward the talented executives who we believe can provide the performance and leadership we need to achieve success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy and is aligned with the long-term interests of our shareholders.

In 2015 , compensation adjustments were provided to some of our NEOs , positioning the total annual compensation opportunities provided to our NEOs, in the aggregate, at 3.9 percent above the revenue-regressed 50th percentile of our peer group. 29 FirstEnerqy Corp. 2016 Proxy Statement Table of Contents 3 em 10 ee \toted Or The following are highlights of changes made to our compensation plans and programs in 2015:

• Rede s igned the Long-Term Incenti ve Program (later referred to as L TIP) so that an executive's L TIP opportunity is comprised of performance-adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cash , and

• Extended the benefits provided under the FirstEnergy Corp. Change in Control Severance Plan , dated February 25 , 2011, as amended until December 31 , 2016 (later referred to as the Existing CIC Plan) and adopted the FirstEnergy Corp. 2017 Change in Control Severance Plan (later referred to as the New CIC Plan) to align with leading market practice s. In addition , Mr. Jones waived his right to receive any current and future change in control (later referred to as CIC) severance payments under the Existing CIC Plan or any future plans. In deciding how to vote on this proposal , we encourage you to read the CD&A for a more detailed discussion of these changes. Your Board strongly believes that these changes , in conjunction with continued shareho lder outreach , are in the be st interests of shareholders and address the financial and operational concerns raised in previous shareholders

' advisory vote results and ongoing shareholder outreach.

Annual review of all compensation plans and programs will continue to ensure that your Company's compensation programs are in alignment with market practice and in the best interest of our shareholders. Your Board recommends that shareholders vote "FOR" approval ofltem 3. Because your vote is advisory, it will not be binding upon your Board. However , your Board carefully considers shareholders

' opinions, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation practices. Your Board Recommends That You Vote "For" Item 3. Item 4 -Approval to Amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to Replace Existing Supermajority Voting Requirements with a Majority Voting Power Threshold Under Certain Circumstances We are asking shareholders to consider amendments to your Company's Amended Articles and Amended Code of Regulations to implement a majority voting power threshold for shareholder voting. If the proposal i s approved , all shareholder voting requirements in the Company's Amended Articles and Amended Code of Regulations that are described below would allow for a majority voting power threshold.

Ba ckg round and Gov er nan ce Considerations The proposal is a result of an ongoing review of corporate governance matters by your Board and its Corporate Governance Committee.

In connection with these reviews , your Company initiated shareholder outreach discussions with shareholders owning a significant aggregate ownership interest in your Company to solicit input a b o u t p oss ibl e amen d ments to i ts govern i ng d ocuments, inc l u d ing a majority voting power threshold for shareholder voting. In addition, your Board and its Corporate Governance Committee considered the response to a majority voting power shareholder proposal presented at our 2015 annual meeting of shareholders, which received a majority of votes cast. Your Board and the Corporate Governance Committee have also considered the advantages and disadvantages of a majority voting power t h reshold with respect to certain corporate governance issues and have consistently concluded that extraordinary transactions and fundamental changes to corporate governance should have the support of a broad consensus of your Company's shareholders rather than just a simple majority.

Additionally, supermajority vote requirements protect shareholders against the potentially self-interested actions of short-term investors or a small group of investors who have large combined holdings. 30 I FirstEner!:iv Corp. 2016 Proxy Statement Table of Contents 3 !t: r r to B e \'o1td: Or Your Board and the Corporate Governance Committee are also aware that a number of public companies have amended their governing documents to provide that simple majority voting power standards govern all actions that require shareholder approval.

Accordingly, consistent with its strong commitment to monitoring evolutions in governance practices and in light of the benefits of broad shareholder consensus and input from our shareholder engagement efforts , your Board has elected to submit the proposal described below to a sha reholder vote. Your Board cannot unilaterally adopt the following proposed amendments because a shareholder vote is necessary under our governi ng documents.

Propos e d Amendments Your Board is proposing that voting requirements in your Company's Amended Articles and Amended Code of Regulations that require a supermajority vote to take certain actions be changed to a majority of the voting power of the Company , subject to your Board's authority, in its discretion, to raise the voting requirement on these matters to two-thirds of th e voting power of the Company. A summary of the proposed amendments to your Company's Amended Articles ofincorporation and Amended Code of Regulations are set forth below. The proposed amendments to the Amended Articles and Amended Code of Regulations are set forth in Appendix B, with deletions indicated by strike-outs and additions indic a ted by underlining.

The summary below is qualified in its entirety by reference to the text of the proposed amendments in Appendix B. Ohio corporate law establishes a two-thirds voting power requirement relating to the following provisions:

amending the articles of incorporation; reducing or e liminating stated capital; applying capital surplus to dividend payments; authorizing share repurchases; authorizing sales of all or substantially all the Company's assets; adopting a merger agreement or other merger-related actions; authorizing a combination or majority share acquisition; dissolving the Company; releasing pre-emptive rights; or authorizing a dividend to be paid in shares of another class. Article IX of the Amended Articles of Incorporation currently authorizes your Board to reduce this voting requirement to a majority of the voting power of the Company in its discretion. Your Board proposes to amend Article IX of the Amended Articles of Incorporation to provide for a majority of the voting power of the Company on these matters , subject to your Board's authority, in its discretion , to raise the voting requirement on these matters to two-thirds of the voting power of the Company. Article X of the Amended Articles of Incorporation establishes an 80 percent supermajority voting requirement to amend or repeal the following provisions of the Amended Articles ofincorporation:

Article V -the fixing or changing of the terms of unissued or treasury shares; Article VI -the absence of cumulative voting rights in the election of directors; Article VII -the absence of preemptive rights to acquire unissued shares; and, Article VIII -the ability of the company to repurchase its shares. Given the proposed change to Article IX, which already governs amending the Amended Articles ofincorporation, Article X would be eliminated.

Similarly , Regulation 36 of the Amended Code of Regulations establishes an 80 percent supermajority voting requirement to amend or repeal certain regulations:

Regulation I -the time and place of shareholder meetings; Regulation 3(a) -the calling of special shareholder meetings; Regulation 9 -the order of business at shareholder meetings; Regulation 11 -the number, election and tenn of directors; Regulation 12 -the manner of filling vacancies on the board of directors; Regu l ation 13 -the removal of directors; Regulation 14 -the nomination of directors and elections; Regulation 31 -the indemnification of directors and officers; and Regulation 36 -amendments to the code of regulations. Regulation 36 would be amended to lower the vote requirement to a majority of the voting power of the Company, subject to your Board's authority, in its discretion , to raise the voting requirement on these matters to two-thirds of the voting power of the Company. 31 I FirstEneri:iv Corp. 2016 Proxy Statement Table of Contents In addition , your Board proposes to change the 80 percent superrnajority voting requirement in Regulations 11 and 1 3 of the Amended Code of Regulations.

Currently , Regulation 11 of the Amended Code of Regul a tion s enables a change in the number of directors of the Comp a ny, a nd Regulation 13 provides that any director or the entire Board of Director s may be removed , in each case only by the affirmative vote of the holders of at l east 80 percent of the voting power of the Company, vo tin g together as a sing l e class. Your Board proposes to reduce this 80 perc ent supennajority voting requirement in b oth cases to a majority of the vot in g power , subject to your Board's autho ri ty , in its discretion , to raise the voting requirement o n these matters to two-thir d s of the vot in g power. Eff e ctiv e ness and Vot e Required If approved by s hareholders at the Annual Meeting , your Board wi ll adopt a reso luti on approvi n g the ame ndm ents to the Amen ded Artic l es of Incorporation and Amended Co d e of R eg ul a tion s reflected in Appendix Band aut h or i z in g th e pr e p ara tion and filin g of a n y d ocument n ecessary or advisable t o implement suc h amendments w hich , i f approved , wou ld be expected to become effective prior to the ne xt annual sha rehold er meeting. Approva l of this propo sa l requires the affi rmati ve vote of 80 percent of the voting p owe r of the Company. B oard Recomm e ndation Your Board b e lieves that retaining discretion to require a two-th i rd s vote for certain ex tra ordinary matters enumerated in the a uthori zing requirements of Ohio corporate J aw as discussed above pro vi d es s hareholders w ith meaningful protections against actions that ma y not be in their b est interests. H oweve r , yo ur Board reco g nizes that many constituencies favor gove rnan ce practice s in which a m ajority vo tin g power threshold is required for any corpor a te action requiring shareholder approval and afte r careful con s ideration, y our Board is recommending a vote to approve the proposed amendments.

Your Board Recommends That You Vote "For" Item 4. Item 5 -Approval to Amend the Company's Amended Code of Regulations to Implement Proxy Access We are asking shareholders to co n sider an amendment to your Company's Amended Code of Regulations to implement

" proxy access." Proxy access , as further de sc ribed below , allows e ligible shareholders to include their own nominee or nominees for election to the Board in our proxy material s, along with your Board-nominated ca ndidat es. B ackg r ou nd and Governance Considerations The proposal i s a result of an ongoing review of corporate gov ernance matters b y your Board and its Corporate Governance Committee and input from our shareholders, including the re s ponse to a proxy access s hareholder propo sa l pre s ented at our 2015 annual meeting of shareholders, which received a majority of the votes cast on the proposal.

Your Board and the Co rporate Governance Committee ha ve considered the advantages a nd disadvantages of providing proxy access rights to s hareholder s, including the view expressed by a number of our shareholders during our outrea c h that proxy access right s would increase th e accountability of d i rectors to shareho lder s and would a llow shareholders to express preferences in director nominations more easily. Our outreach efforts 32 Corp. 2016 Proxy Statement Table of Contents 3 crn co Bt \101ec Or included discussions with the proponent of the shareholder proposal presented at our 2015 annual meeting. In the course of this outreach , the proponent agreed to withdraw a similar proposal to be presented at the Annual Meeting this year after reviewing the terms of the following proposed amendment.

Your Board and the Corporate Governance Committee also considered the potential hann that unrestricted proxy access rights could have on your Board's effectiveness and ability to fulfill its oversight responsibility to you as shareholders, including its potential to lead to an inexp erienced, fragmented and less effective Board with directors who may pursue narrow or spec ial interests.

Accordingly , consistent with its strong commitment to responsiveness to shareholders and in light of the dangers of unqualified proxy access, your Board has decided to subm it the proposal described below to a shareholder vote. Your Board cannot unilaterally adopt the following proposed amendment because a shareho lder vote is necessary under our governing documents.

Proposed Amendment Your Board is proposing an ame ndment to your Company's Amended Code of Regulations that pennits certain shareholders to include a specified number of director nominee s in our proxy materials for our annual meeting of share holders. A summary of the proposed amendment to your Company's Amended Code of Regulations is set forth below. The proposed amendment to the Amended Code of Regul ations is set forth in Appendix C, with deletions indicated by strike-outs and additions indic a ted by underlining.

The summary below is qualified in its entirety by reference to the text of the proposed amendment in Appendix C. The proposed amendment would permit a single shareholder, or group of up to 20 shareholders, that has maintained continuous ownership of at least 3 percent or more of the Company's outstanding common stock for at least the previous three years to include a specified number of director nominee s for election to the Board in the proxy stateme nt for the Company's annual meeting of shareholders.

Shareholders who meet the share ownership criteria would be permitted to nominate up to 20 percent of the Board, rounding down to the nearest whole number of Board seats and in any event, not less than two shareholder

-nominated candidates.

Number of Shareholder-Nominated Candidates The maximum number of shareho l der-nominated candidates would be equal to 20 percent of the directors in office as of the last day a shareholder nomination may be delivered or received or, if the 20 percent calculation doe s not result in a whole number, the closest whole number below 20 percent and in any event, not less than two shareholder nominated candidates.

If your Board decides to reduce the size of the Board after the nomination deadline due to director retirement , resignation or otherwise, the 20 percent calculation will be applied to the reduced size of the Board , with the potential result that a shareholder-nominated candidate may be disqualified.

Shareholder

-nominated candidates that your Board determines to include in the proxy materials as Board-nominated candidates will be counted against the maximum. Pro cedure for Selecting Candidates in the Event the Number of Nomi ne es Exceeds the Maximum Nominating shareholders are required to provide a list of their proposed nominees in rank order. If the number of shareholder-nominated candidates exceeds the maximum number of pennitted shareholder candidates, the highest ranked nominee from the nominating shareholder or group of nominating shareholders, as the case may be, with the largest qualifying ownership will be selected for inclusion in the proxy materials first followed by the highest ranked nominee from the nominating shareholder or group of shareholders, as the case may be , with the next largest qualifying ownership, and continuing on in that manner, until the maximum number of nominees is reached. 33 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 3 e1rs to Be \'O'led Or Nominating Procedure Reque s ts to include shareholder-nominated candidates in your Company's proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that your Company issued its proxy statement for the previous year's annual meeting of shareholders.

Each shareholder or shareholder group seeking to include a shareho ld er nominee in your Company's proxy materials is required to provide certain information , including, but not limited to , the verification of share ownership, biographical information about the nominee and certain representations, as set forth in the proposed amendment attached hereto as Appendix C. Indep e nd ence and Other Qualifications of Shar e holder Nominees A shareho lder nominee would not be eligible for inclusion if your Board determines that he or she is not independent under the listing standards of the principal U.S. exchange upon which the common stock of your Company is listed , any applicable rules of the SEC, or any publicly disclosed standards used by your Board in determining and disclosing the independence of your Company's directors.

Furthermore, a shareholder nominee would not be qualified to b e a director of your Company if: (i) his or her election would cause your Company to be in violation of its governing documents , the listing standards of the principal U.S. exchange upon which the common stock of your Company is listed , any applicable federal law , rule or regulation or your Company's publicly disclosed policies and procedures; (ii) he or she has been an officer or director of a competitor , as defined in Section 8 of the Clayton Antitrust Act of 1914 , within the past three years; (i ii) he or she is a named s ubject of a pending criminal proceeding or has been convicted in a criminal proceeding within the past l 0 years (excluding traffic vio lations and other minor offenses); (iv) he or she is subject to certain enforcement orders related to the regulation of securities; or (v) he or she has provided , or his or her nominating shareholder or group of nominating shareholders has provided , information to us that is not accurate, truthful and complete in all material respects , or that otherwise contravenes certain specified agreements, representations or undertakings.

Effectiveness and Vote R e quir ed If approved by shareholders at the Annua l Meeting, your Board will adopt a resolution approving the amendment to the Amended Code of Regulations reflected in Appendix C and authoriz in g the preparation and filing of any documents necessary or advisable to implement such amendment, which , if approved, would be expected to become effective prior to the next an nual shareho ld er meeting. Approval of this proposal requires the affinnative vote of 80 percent of the voting power of the Company. Board R eco mm e ndation Your Board believes that implementing proxy access, subject to the reasonable requirements described above for the amount and time of ownership and limitations on the number of nominees any one shareholder or group of shareholders may propose , allows shareholders to express preferences with respect to director nominations more easily while also guarding against th e risks of unfettered proxy access. These risks include the potential for individuals or groups to use your Company's proxy statement, to seek se lf-ser ving goa l s by nominating directors focused on goals other than promoting the best long-term interests of your Company. After careful consideration, your Board is recommending shareho ld ers vote to approve the proposed amendment.

Your Board Recommends That You Vote "For" Item 5. 34 FirstEner!lv Corp. 2016 Proxy Statement Tabl e of Cont e nts Share h older P r oposals Four s harehold e r propo s als hav e been s ubmitt e d for con s ideration and action by the s har e holders. The proponents

' names , addr es ses , and numb e rs of s h a res held will promp t ly be furni s h ed b y us to a ny shareholder upon written or oral request to y our Company. The s hareh o lder re s olutions a nd prop osa l s, for w hich yo ur C omp a n y and y our Bo a rd acc e pt no re s p o n s ibility , a re s e t forth b e low and ar e reproduced verbatim in accordance with the a pplicable rules and regulations*.

These shareholder re s olutions a nd proposals may cont a in as s ertions that we believe are factually incorrect.

We have not attempted to refute all of the inaccuracie

s. However, after careful consideration, your Board recommends that you vote" AGAINST" these shareholder proposals in Items 6 through 9 for the reasons noted in your Company's response following each shareholder proposal.

The incl u sion of a hyper/i nk to a n y t hi rd-par t y I n t ernet s i te is no t an d does not im ply an y endorse m ent , ap pr oval, inves t iga t ion, verifica t io n or monitori n g by Firs t E n ergy of a n y in fo rmati o n co nt a in ed in s u ch a th i rd-p ar ty s it e (o th er th an info rm a ti o n pr e p a r ed by F ir s t E n e r gy). In n o even t s h a ll Fi rs t E n e r gy be r es p o n s i b l e f or th e inf o rmat io n (o th e r than in fo rm a ti o n p r e par ed by Firs tEn e r gy) co ntain e d on a ny s u c h third-p a rt y site o r yo ur u se of s u c h third-par ty s it e. Item 6 -Report -Lobbying Related Whereas, we believe full disclosure of FirstEnergy

's direct and indirect lobbying activities and expenditures 1 s required to a s sess whether FirstEnergy

's lobbying is consistent with its expressed goals and in the best interests of shareholders.

Resolved, the shareholders of Fir s tEnergy reque s t th e preparation of a report , updated annually , disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by FirstEnergy used for (a) direct or indirect lobbying or (b) grassroots lobbying communications , in each case including the amount of the payment and the recipient.

3. FirstEnergy

's membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. A description of the decision making process and oversight by management and the Board for making payments described in section 2 and 3 above. For purposes of this proposal , a " grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and ( c) encourages the recipient of the communication to take action with respect to the legislation or regulation.

" Indirect lobbying" is l obbying engaged in by a trade association or other organization of which FirstEnergy is a member. Both " direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committee and posted on FirstEnergy

's website. 35 FirstEner!lv Corp. 2016 Pro x y Statement Table of Contents 3 to Be \fCf!eo Or Supporting Statement As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation, both directly and indirectly. According to OpenSecrets

.org, FirstEnergy spent approximately

$4.2 million in 2013 and 2014 on direct federal lobbying activities.

These figures do not include lobbying expenditures to influence legislation in states , where FirstEnergy also lobbies but disclosure is uneven or absent. For example , according to an article in NJ Spotlight , FirstEnergy spent $525,051 on lobbying in New Jersey for 2014, making it the seventh biggest spender ("The List: AARP , New Jersey's Top Lobbyist, Spent over $1.5 Million in 2014," NJ Spotlight , April 13 , 2015). FirstEnergy is listed as a member of the Edison Electric Institute , which spent over $18.4 million lobbying in 2013 and 2014. However , FirstEnergy does not disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying, despite a 2007 agreement with shareholders to annually disclose non-deductible trade association payments ("More Firms to Make Political Disclosures," CFO, April 4, 2007). Nor does FirstEnergy disclose membership in or contributions to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council. Full and complete disclosure is important.

Absent a system of accountability, company assets could be used for objectives contrary to FirstEnergy's long-term interests.

36 FirstEner!:IY Corp. 2016 Proxy Statement Tabl e of C ont e nts 3 ern> to Bt Vcrttd Or Your Comp a n y's Re sp on s e -Report -L obby i ng Re l ated Your Company believe s that it has a responsibility to participate in the legislative , regulatory and political process. Sharing its view s and educating officeholders , regulators , community and business leaders , and the public on key issues helps your Company promote effective government and the interests of key stakeholder groups including our shareholders , employees and the communities we serve. By engaging with elected officials, regulators , community and business leaders , and other decision makers , your Company strives to conduct its business as transparently as possible to serve customers effectively and help build public trust. In addition to the exi s ting e x tensi v e framework of laws and public disclosure , your Company a dopted a Political Activity Policy , which was most recently updated and expanded in February 2015. The Political Activity Policy disclosure regarding your Company's participation in the political process and political contributions and lobbying expenses.

Such policy can be found at: https ://www.firstenergycorp

.com/investor

/ corporate

_governance

/policies_

charters/corporate

__political

_ activity __pol icy .html. The Po Ii ti cal Activity Policy provides for links to access your Company's federal lobbying reports. Your Company complies with all federal and state lobbying registration and disclosure requirements, which include filing all required reports with the U.S. Congress and applicable state agencies.

These reports detail information such as the particular bills and issues on which individual lobbyists had activity on behalf of your Company, as well as the total lobbying expenses for specific time periods. As set forth in the Political Activity Policy, your Company maintains and files Lobbying Disclosure Act Reports (Form LD-2) with the U.S. Congress.

These reports detail the particular bills and issues on which individual lobbyists had activity on behalf of your Company , as well as the total lobbying expenses , including payments made to trade associations.

These reports may be found at: http://www.senate

.gov/legislative/Public

_Disclosure/LDA_reports.htm.

Additionally, as described in the Political Activity Policy , your Company and its registered federal lobbyists must also file semi-annual reports detailing , among other things, disbursements and personal and/or direct contributions to federal candidates and national party committees.

These forms (LD-203) may be found at: http://www.senate.gov

/legislative

/Public _ Disclosure

/LDA _reports.htm. State reports disclosing activity at the state and local levels, ifrequired, are also made publicly available for review on the app l icable state agency Internet website. Your Company is committed to providing appropriate information and disclosures to its investors concerning its lobbying act1v1t1es.

Additionally, your Company believes that its current procedures and policies promote transparency and compliance with law and addresses the concerns identified in the proposal.

Preparation of reports beyond what is already produced would be a duplicative and onerous task that would divert important resources from alternate uses that your Company's Board and management deem to be in the best interests of your Company and its shareholders.

Your Board recommends that you vote "AGAINST" this proposal (Item 6). 37 I FirstEnerQv Corp. 2016 P rox y Statement Table of Contents 3 ta Be Voled Or Item 7 -Report -Climate Change Related WHEREAS: Global governments agree that to avoid the worst effects of climate change, g lob a l temperatures must not increase beyond 2 degrees Celsius. According to a recent study, meeting this 2 degree carbon limit would require 80% of coal reserves to r emain unburned. (McGlade, Elkins; Nature 2015) FirstEnergy is a coal intensive utility. In 2013 , FirstEnergy was the 6th large st consumer of coal among all U.S. power producers; it created -on its own --approximately 1.2% of total U.S. energy-re lated carbon dioxide emissions. (Ceres 2015 , EIA 2015). While many utilities are reducing coal use, FirstEnergy's coal use increased 22% between 2008 and 2013. In the same period , the nation as a whole reduced coal consumption by 18%. (Ceres, 2015 & 2010; EIA, 2015 & 2010). Because coal is the source of 77% of energy-related carbon emissions in the U.S., laws designed to slow or mitigate climate change are likely to target coal. (EPA, Electricity Sector Emissions)

Indeed , the U.S.' first major climate regulation, the Clean Power Plan , is designed to reduce carbon emissions from coal-intensive utilities.

HSBC noted that the Clean Power Plan's clean air requirements could " increase the stranding risk for U.S. coal producers and coal heavy utilities." In comments to the EPA opposing the Clean Power Plan , a group of utilities claimed that coal pollution regulation will "result in billion s of dollars in stranded assets." (Coalition for Innovative Climate Solutions). FirstEnergy

's coal generation assets are already at risk of stranding.

FirstEnergy has aggressively pursued a bail-out of its costly, aged, polluting coal plants in Ohio. Pending approval , the deal would permit FirstEnergy to pass unknown costs, estimated at nearly $4 billion by the Ohio Consumers' Counsel, for its uneconomic coal plants on to customers at above-market power rates. FirstEnergy, whose stock (as of November 2015) is down over 60% from its 2008 high , informed the press that the Company needs the bail-out because its coal plants "just aren't making money in the open market". (Bloomberg , 2015) Despite this temporary fix, FirstEnergy

's investors remain exposed to s i gnificant risk from stranded assets. Rather than proposing long term solutions for reducing the Company's climate risk, in recent years FirstEnergy has fought energy effic i ency and renewable energy policies that could help displace coal power in states where it operates.

THEREFORE BE IT RESOLVED: Shareholders request that FirstEnergy prepare a report by September 2016, omitting proprietary information and at reasonable cost, quantifying the potential financial losses to the company associated with stranding of its coal generation facilities under a range of climate change driven regulation scenarios that mandate greenhouse gas reductions beyond those required by the Clean Power Plan. 38 FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 *"'"" to Be VC!l*d Or Your Company's Response -Report-Climate Change Related This shareholder proposal requ ests that your Company prepare a report quantifying the potential financial losses to the Company associated with stranding of its coal generation faci liti es under a range of climate change driven regulation scenarios that mand ate greenhouse gas reductions beyond those required by the C l ea n P ower Pl an. The Board believes that pr e p ar ing the report required by the prop osal would largely duplicate yo ur Com p any's existing r eporting efforts and therefore wo uld not provide va lu a ble inform a tion for s hareh ol der s. B ased on our interpretation of the currently applicable J aws a nd regul ations, at this time we do not see a s i gn ificant pot e nti a l th at suc h laws and regulations would result in any material s tranded costs. In addition , the statement in the proposal that "Fi rstEnergy's coal use inc rease d 22% b etween 2008 and 2013" is misleading bec a u se thi s increase is a resu lt of the A llegheny E n ergy merger in 2011. After carefull y considering the proposal, your Board believes that yo ur Company's c urrent env i ronme nt a l poli cies and th oro ugh effo rts to communicate th ose policie s to r egu lators, s hareholders and the public as generally described b elow accomplish the essen tial objectives of th e propo sa l. Additionally, yo ur Company publi ca lly di s clo ses historical financial s tatement s and other information on a quarterly and annual basis in compliance with SEC requir eme nt s that includ es numerical and narrativ e disclosure and that typically provides certain forward-looking information. Your Company h as b ee n forthcoming in our disclosures about e n vironme ntal m atters and ha s expanded our disclosure on how we are managing regul a tory and environmental issues relating to electrical power generation op eratio ns, climate change , energy efficiency and renewable energy. Your Company is making significant changes in the switch to a cle a ner energy future -changes that best fit the challenges and demands of our customers today. Through its AllGreen Energy offer, Fir s t E nergy Solution s Corp., a subsidiary of your Company , is gi v ing its residential customers in Pennsylvania and Ohio the option to reduce their environmental impact by supporting clean , renewable energy resources.

The AllGreen Energy offer is Green-e Certified by Green-e Energy, the nation's leading independent certification and verification program for renewable energy and greenhouse gas emission reductions in the retail energy m a rket. Your Company tirelessly pursues new so urces of clean, renewable energy and other opportunities to meet customers' needs in an environmentally sound way. And one of our top priorities i s to minimize the environmental impact of our generating plants and other facilities.

As a result , your Company has made significant progres s in reducing pollutants and greenhouse gas emissions over the past two decades. Your Company a l so includes disclosure regarding distributed energy resources such as solar and wind systems and energy storage technologies in our Annual Report on Form I 0-K. In addition, your Company has made available on our Internet website the Sustainability Report (publicly available at www.firstenergycorp

.com/environmental

/sustainability) that describes the steps that have been taken by your Company to address the challenge of climate change. The Sustainability Report discloses how we are working to minimize the environmental impact of our operations while meeting our customers' needs for safe, reliable electricity. The report, most recently updated in May 2015 , states that your Company " expects to achieve a 25% reduction below 2005 levels in C02 emissions this year." The Sustainability Report further provides an update to shareholders regarding your Company's efforts related to new sources of clean, renewable energy. As stated in the Sustainability Report, your Company i s one of its region's largest providers of renewable energy, currently with approximately 1 , 900 MW of pumped-storage hydro , and contracted wind and solar resources.

In fact , Fi r stEnergy is one of the largest provider s of wind energy in the region , with a portfolio of nearly 500 MW located in Illinois , Pennsylvania and Ohio , and sales of more than I million MWH per year of wind generation from capacity under contract.

In this regard , the diversity of your Company's 39 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 3

!O Be \101ed Or renewable energy portfolio has grown significantly since 2003. To better infonn shareholders of your Company's efforts in connection with energy efficiency and renewable energy , the Sustainability Report provides updates on matters related to resources such as wind , solar and hydroelectric, as well as energy storage. Further , in our Sustainability Report, your Company describes the energy efficiency and smart grid technology mandates in the states where our generating companies operate and provides a discussion regarding research and development within the electric industry. Such research and development discussions address the actions that your Company expects to take to reduce risk in the future. For example , your Company reports on the long history of supporting research and demonstration projects through the Electric Power Research Institute and other industry organizations in the areas of fuel cells, solar and wind generation and energy storage technologies. Your Company believes it has already taken appropriate steps to report on actions it is taking relating to environmental matters and regularly discloses financial statements and re l ated narrative disc l osure. Due to the nature of your Company's business, preparation of reports beyond what is already produced would be a duplicative and onerous task and would divert important resources from alternate uses that your Company's Board and management deem to be in the best interests of your Company and its shareholders.

The Board and management will continue to share information on your Company's environmental efforts and financial perfonnance and results , accomplishing the fundamental objectives of the proposal without undertaking duplicative efforts and needlessly increasing expenses.

Your Board recommends that you vote "AGAINST" this proposal (Item 7). 40 Corp. 2016 Proxy Statement I ___ J Table of Contents 3 to B e \l o1ed O n Item 8 -Director Election Majority Vote Standard Director Election Majority Vote Standard Proposal Resolved:

That the shareho ld ers of FirstEnergy Corporation

("Company") hereby request that the Board of Directors initiate the appropr iat e process to amend the Company's artic le s of incorporation to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareho lder s, with a plurality vote sta ndard retained for contested director elections, that is , when the number of director nominees exceeds the number of board seats. Supporting Statement:

FirstEnergy's Board of Directors shou ld establish a majority vote standard in director elections in order to provide shareholders a meaningful role in these important elections. The proposed majority vote standard requires that a director nominee receive a majority of the votes cast in an election in order to be formally elected. The Company's current plurality standard is not well-suited for the typical director election that involves only a management slate of nominees running unopposed. Under these election circumstances , a board nominee i s elected with as little as a single affirmative vote, even if a substantial majority of the "w ithhold" votes are cast against the nominee. So-called "wit hhold" votes simply have no legal consequence in uncontested director elections.

We believe that a majority vote standard in board elections establishes a challenging vote standard for board nominees, enhances board accountability, and i mproves the perfonnance of boards and individual directors. Over the past ten years, nearly 90% of the companies in the S&P 500 Index, including numerous companies incorporated in Ohio, have adopted a majority vote standard in company bylaws , articles of incorporation , or charters.

Further, these companies have also adopted a director resignation policy that establishes a board-centered post-election process to detennine the status of any director nominee that is not elected. This dramatic move to a majority vote standard is in direct respon se to strong shareholder demand for a meaningful role in director elections.

FirstEnergy

's Board of Directors continues to oppose the adoption of a majority vote standard.

FirstEnergy has not established a majority vote sta ndard, retaining it s plurality vote standard, despite the fact that most of its self-identified peer companies including Exelon Corporation, NiSource, Inc., Ameren Corporation, American Electric Power Company, CenterPoint Energy, Consolidated Edison, Dominion Resources , and DTE Energy have adopted majority voting. A majority vote standard combined with the Company's current post-e l ection director resignation policy would establish a meaningful rig h t for shareholders to elect directors at F i rstEnergy, while reserving for the Board an important post-election role. It is well past time for the FirstEnergy Board to join the mainstream of major U.S. companies and establish a major i ty vote standard for uncontested director elections.

41 FirstEnerQV Corp. 2016 Proxy Statement Table of Cont e nts 3 *l!ln.!f ta 6t \'o11!!u 0 1 1 Your Company's Response -Di re ct or Election Majority Vote S t a n dard As discussed below, your Board adopted a Director Resignation Policy in 2011 , which provides that any director nominee in an uncontested director election who receive s a greater number of " withheld" votes than votes " for" is required to tender his or h e r re s ignation to the Corporate Governance Committe e. In 2011 , 2 013 and 2 014 , shareholder s upport for substantially s imilar shareholder propo s als decrea se d significantly year-over-year and none of the three s h a reholder proposals received a majority of the votes ca s t. Moreo v er , in 2015 , your Company did not even receive a proposal on this subject. Thi s shareholder proposal requests that your Board t a ke measure s necessary to amend your Company's Amended Articles oflncorporation to provide that director nominees be elected by the affirmative vote of the majority of the votes cast at an annual meeting of s hareholders.

Your Board has carefully considered several factors with respect to majority voting over the past years , including the merits of the majority vote standard , the responsibilities of your Board's Corporate Governance Committee and the best interests of our shareholders. After completing its review of the proposal , your Board believes that the existing Director Resignation Policy , which is described in greater detail above under " Corporate Governance Highlights

," "Questions and Answers About the Annual Meeting" and "Item 1 -Election of Directors," already accomplishes the primary objective of the proposal and the proposal does not serve the best interests of your Company and its shareholders.

Your Board adopted the Director Resignation Policy in 2011 in response to a substantially similar shareholder proposal , shareholder outreach, our ongoing review of our corporate governance policies and to reflect developments in market practice with respect to majority voting in contested director elections.

Under the Director Resignation Policy , any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "For" his or her election is required to promptly tender his or her resignation to the Corporate Governance Committee following certification of the shareholder vote. The Corporate Governance Committee will then consider a director resignation submitted pursuant to the Director Resignation Policy and recommend to your Board whether it should be accepted.

The directors on your Board (excluding any director who tendered his or her resignation) will then make a decision regarding the resignation.

Your Board believes that the Director Resignation Policy promotes a good balance between providing shareholders a meaningful and significant role in the process of electing directors and allowing your Board flexibility to exercise its independent judgment on a case-by-case basis. By acknowledging shareholders' positions regarding director nominees, the Director Resignation Policy accomplishes the primary objective of the proposal at issue without the potential negative consequences of the proposal described below, and as a result , your Board believes that the adoption of a majority vote standard is unnecessary.

The plurality voting standard is the default standard under Ohio law, and our Amended Code of Regulations expressly provides for a plurality vote in the election of directors.

A majority voting threshold for the election of directors could cause a number of difficulties, including the practical problems relating to a "failed election ," or one in which one or more directors standing for election is not seated on your Board. For example, the failure to elect Board candidates could affect adversely our ability to comply with the NYSE Listing Standards or SEC requirements for independent or non-employee directors or directors who have particular qualifications that are essential for a member of your Board , such as a financial expert to serve on your Board's Audit Committee.

Additionally, with a majority vote standard , where a failed election occurs, because one or more directors standing for election is not seated on your Board, it will be up to your Board to fill the vacancy without any further shareholder vote. Shareholders would have no greater assurance that the person selected to fill the 42 Corp. 20 1 6 P roxy Statement Table of Contents 3 n*rr.!l 10 Vol*d 01t Board seat would be any more satisfactory than the nominee who failed to receive the majority vote. Also, taking into account the important role of directors in setting strategic direction and making important business decisions, it could be expected that your Board would still view the election of its original nominee as in the best interests of your Company and our shareholders notwithstanding the number of votes withheld.

Nevertheless, addressing failed elections undoubtedly would be distracting to your Board and may require your Board and/or the Corporate Governance Committee to divert its attention from other important matters and repeat much of the process it went through prior to the shareholder meeting in order to select nominees.

Lastly, your Board does not believe that adoption of this proposal is likely to create any meaningfully greater enfranchisement of our shareholders, in light of the adoption of the Director Resignation Policy, which already provides shareholders with the primary benefit of majority voting while allowing your Board the flexibility to make decisions that it determines to be in the best interests of your Company. For the reasons stated above and in light of the lack of majority shareholder support at our 2011, 2013 and 2014 Annual Meetings for substantially similar proposals, your Board recommends a vote against this majority vote proposal.

Your Board recommends that you vote "AGAINST" this proposal (Item 8). 43 FirstEnerQY Corp. 2016 Proxy Statement Table of Contents 3 l!Ub to Be \'o1ec1 Item 9 -Simple Majority Vote Simple Majority Vote RESOLVED, Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applica ble proposals, or a simp le majority in comp li ance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with app licable laws. This proposal includes that our board fully support this proposal topic and commit to spe nd up to $10 , 000 or more on means , such as special solicitations, as needed to obtain the super-high vote required for passage as a binding company proposal.

This proposal topic won our impre ss ive sha reholder support, based on yes and no votes, at our previous annual meetings:

2005 -71% 2006-73% 2007 -76% 2008-78% 2015 -69% Our board failed to address shareholder votes by not fully supporting this proposal topic as a bindin g company proposal after such consistently strong shareholder support over a decade. Michael Anderson was the chairman of our corporate governance committee.

This proposal topic also won from 74% to 88% suppor t at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. The proponents of these proposals included Ray T. Chevedden and William Steiner. Currently a 1 %-m inority can frustrate the will of our 79%-shareholder majority.

Shareowners are willing to pay a premium for shares of corporations that have excellent corporate governance.

Supennajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance according to "W hat Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supennajority requirements are arguably most often used to block initi at iv es supported by most s hareowners but opposed by a status quo management.

Please vote to protect shareholder value: Simp l e Major i ty Vote-Pro p osa l 9 44 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 3 .tin ID Bt VottU 011 Your Company's Response -Simple Majority Vote This non-binding shareholder proposal requests that your Board take the steps necessary so that each shareholder voting requirement in your Company's Amended Articles and Amended Code of Regulations that "calls for a greater than simple majority vote be eliminated , and replaced by a requirement for a majority of the votes cast for and against applicable proposals , or a simple majority in compliance with applicable laws." We encourage you to refer to your Company's proposal (Item 4 above), which is a binding proposal to implement a majority voting power threshold for shareholder voting under certain circumstances.

Your board believes that the amendment proposed by the Company under Item 4 above provides for better protections against actions that may not be in our shareholders' best interests while taking into account the input from your Company's engagement efforts with shareholders, as well as broad shareholder support regarding this topic. Furthermore, the amendment proposed by the Company in Item 4 accounts for certain applicable provisions of Ohio law that this shareholder proposal does not. As described in Item 4 above, Ohio law provides that certain voting requirements can be changed to a majority of the voting power of your Company, not a majority of votes cast as stated in the shareholder proposal.

Because the Company's proposal (Item 4 above) is binding , if approved by shareholders, the Company would be required to implement the proposal.

However, if this non-binding proposal is approved by shareholders , there is no obligation for the Company to implement it. In sum, your Board believes the proposal put forth by your Company in Item 4 above more appropriately and effectively serves the best interests of our shareholders.

Your Board recommends that you vote "AGAINST" this proposal (Item 9). 45 I FirstEner!lY Corp. 2016 Pro x y Statement Table of Contents 3 err"' !U Be Voled 011 Review of Director Nominees The Corporate Governance Committee , comprised entirely of independent directors, recommend s Board candidates by identifying qualified individual s in a manner that is consistent with criteria a ppro ved by your Board. In consultation with the CEO, the Chairman of the Board and th e full Board, the Corporate Governance Committee searc he s for, recruits, screens , interviews, and recommends prospective directors to provide an appropriate balance of knowledge, experience , and capability on your Board. Assessment of a prospective Board candidate includes, at a minimum , consideration of diversity; age; background and training; business or administrative experience and skills; dedication and commitment; bu s in ess judgment; analytical sk ill s; problem-solving abilities; and familiarity with the regulatory environment.

In addition, the Corporate Governance Committee may consider such other attributes as it deems appropriate , all in the context of the perceived needs of your Board or applicable committee at that point in time. At least annually the Corporate Governance Committee assesses the size a nd composition of your Board in light of the operating requirements of your Company and the current makeup of yo ur Board in the context of the needs of your Board at a particular point in time. Each of the nominees brings a strong and unique background and skill set to your Board , giving your Board as a whole competence and experience in a wide variety of areas necessary to oversee the operations of your Company. In accordance with the Corporate Governance Committee charter, each current director contributes and each future director shall contribute knowledge, experience, or skill in at least one domain that is important to your Company. For example , our directors possess experience in one or more of the following:

management or senior leadership position that demonstrates significant business or administrative experience and skills; accounting or finance; the electric utilities or nuclear power industry; or other significant and relevant areas deemed by the Corporate Governance Committee to be valuable to your Company. The Corporate Governance Committee believes that well-assembled Boards consist of a diverse group of individuals who possess a variety of complementary skills and experiences.

It considers this variety of complementary skills in the broader context of your Board's overall composition with a view toward constituting a Board that, as a body, possesses the appropriate skills, experience, attributes, and qualities required to successfully oversee your Company's operations.

Your Board did not use a third party to assist with the identification and evaluation of potential nominees.

Neither the Corporate Governance Committee nor your Board has an established policy regarding the consideration of diversity in ident i fying director nominees.

However, the Corporate Governance Committee recognizes that the racial, ethnic and gender diversity of your Board are an important part of its analys is as to whether your Board possesses a variety of complementary skills and experiences.

The Corporate Governance Committee also considers differences in point of view, professional experience , education, and other individual skills, qualities, and attributes that contribute to the optimal functioning of your Board as a whole. 46 FirstEner9y Corp. 2016 Proxy Statement Tabl e of Cont e nts 3 Be \101M Ori Biograph i cal Information and Qualific a tions of Nominees for E lec ti on as D i recto r s The fo llowin g pro v id es information a b o ut each dir e cto r nominee , a s of th e dat e of thi s proxy s tatem e nt. The information presented below includ es each nominee's specific experience s, qualification s, attribute s , and skills that led th e Corporate Governance Committee and your Board to the conclusion that h e/she should serve as a director of your Company. P aul T. Addison Age 69 D ir e ctor of your C o m pa ny sinc e 2003 Position, Principal Occupation and Business Experience:

Retired in 2002 as managing director in the Utilities Department of Salomon Smith Barney (Citigroup), an investment banking and financial services finn. Key Attributes, Experience and Skills: Mr. Addison received an M.B.A. in Finance and General Business Administration from the Harvard University Graduate School of Business. His career included positions of increasing responsibility in the investment banking and financial services sector , culminating as a managing director of the Utilities Department at Salomon Smith Barney (Citigroup).

This wealth of experience in the utilities department in the financial services sector makes Mr. Addison a strong contributor to your Board, specifically and your Company generally.

Committees:

Audit , Finance (Chair) M ichael J. Anderson Age 64 Dir e ctor of y o ur Company s in ce 2007 Position, Principal Occupation and Business Experience:

Chairman of the board of directors since 2009 of The Anderson s, Inc., a diversified public company with interests in the grain , ethanol , and plant nutrient sectors of U.S. agr i culture , as well as in railcar leasing and repair, turf products production, and general merchandise retailing. He also served as chief executive officer of The Andersons, Inc. from 1999 to 20 I 5. Key Attributes, Experience and Skil l s: Mr. Anderson received an M.B.A. in Finance and Accounting from the Northwestern University Kellogg Graduate School of Management and was a Certified Public Accountant.

He participated in the Harvard Advanced Management Program. Mr. Anderson was an auditor for Arthur Young & Co. In 1996, he became president and chief o p e r a ting officer of The Andersons, Inc., and he is currently that company's chairman.

The skills and attributes related to Mr. Anderson's experience in the accounting and executive management areas are invaluable assets for your Board. Committees:

Corporate Governance (Chair), Finance 47 I FirstEnerqy Corp. 2016 Proxy Statement Tabl e of Cont e nt s 3 Be Vo1t!d 011 -Election of Directors (Continued)

-William T. C o ttle Age 70 Director of your Company since 2003 Position, Principal Occupation and Business Experience:

Retired in 2003 as chairm a n of the board , president , a nd chief executi ve officer of STP Nucle a r Operating Compan y , a nuclear op e rating compan y for th e South Texas Project. Key Attributes, Experience and Skills: Mr. Cottl e has ser v ed as a consultant in the nucle a r industry.

He has extensive experience in the nuclear field and has held leadership positions at Entergy and Houston Lighting and Power , a s well as with the U.S. Nuclear Regulatory Commission (later referred to as NRC) and the Tenne ss ee Valley Authority.

In addition , he previously served as chainnan , president , and chief exe c utive offi ce r of STP Nu c l ea r Op e ratin g C ompany. This nucle a r industry e xperience is essential to your Board. Committees:

Corporate Governance, Nuclear (Chair) Robert B. Heisler, Jr. Age 67 Director of your Company since 2006 and from 1998 to 2004 Position, Principal Occupation and Business Experience:

Retir e d in 201 I as Dean of the College of Busine s s Admini s tration and Graduate S c hool of Management (a po s ition held s ince 2008) of Kent State University. Special assistant for Community and Business Strategies to the president of Kent State University from S e pt e mb e r 2008 to October 2008 and from 2007 to June 2 00 8. Interim v ice pre s ident for Finance and Administration of Kent State U niversity from June 2008 to September 2008. Retired in 2007 as ch a innan of the board (a position held since 200 I) of Key Bank N.A., th e flagship banking entity within KeyCorp. Chief executive offic e r of the McDonald Financial Group from 2004 to 2007 and executiv e vice president of KeyCorp from 1994 to 2007. He serves as a director of the following three other companies with publicly traded equi t y s ecuritie s: TFS Financial Corporation , The J. M. Smucker C ompany and Myers Industries , Inc. (Board Chainnan).

Key Attributes, Experience and Skills: Mr. Heisler graduated Cum Laude from Harvard University and received an M.B.A. from Kent State University. He has extensive experience in the investment management and financial services sector, culminating in high-level positions at KeyBank N.A., and McDonald Financial Group including chainnan of the board and chief executive officer , respectively.

In addition , he brings administrative skills to your Board through his former role as Dean of the College of Business Administration and Graduate School of Management of Kent State University. Further , he has experience serving on other public company boards. This expertise in financial services and administrative skills makes him a valuable member of your Board. Committees:

Audit , Compensation 48 I F i rstEner!:l v Corp. 20 1 6 P ro x y S ta te m e n t Table of Contents 3 ?terr.3 to B e V o1ett Or -E l ect i on of Dir e ctors (Cont i nued) -Julia L. Johnson Age 53 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

President of NetCommunications , LLC, a national regulatory and public affair s firm focusing primarily on energy , telecommunications , and broadcast regulation , since 2000. She serves as a director of the following three other companies with publicly traded equity securities

American Water Works Company , Inc., MasTec , Inc., a nd NorthWe s tern Corporation.

She also served as a director of A YE (merged with your Company in 2011) from 2003 to 2011. Key Attributes, Experience and Skills: Ms. Johnson received her law degree from the University of Florida College of Law after graduating from th e University of Florid a with a Ba c h e lor of Science in business administration. She is a former chairman and commissioner of the Florida Public Service Commission , which provided her with valuable insight into the electric utility industry.

In her current position as president of NetCommunications , LLC , she develops strategies for achieving object i ves through advocacy directed at critical decision makers. She previously served as senior vice president of Communicat i ons and Marketing at Milcom Technologies and also has additional public company board experience.

Ms. Johnson's extensive regulatory background , l egal experience, and additional board experience qualify her to serve as a member of your Board. Committees:

Corporate Governance , Nuclear Ch a r l e s E. Jones Age 60 Director of your Company since 2015 Position, Principal Occupation and Business Experience:

President , CEO and director of your Company since January I , 2015. He was Executive Vice President and President , FirstEnergy Utilities from 2014 to 2015 and Senior Vice President and President, FirstEnergy Utilities from 2010 to 2011 , and also served as President of y our Comp a n y's utility subsidiaries from 2010 to 2015. He was also Senior Vice President of your Company's utility subsidiaries from 2009 to 20 I 0. He a l so serves as a director of many ot h er subsidiaries of your Company , including FirstEnergy Solutions Corp. Key Attributes, Experience and Skills: Mr. Jones received an undergraduate degree in electrical engineering from The University of Akron. He also attended the Un it ed States Na v al Academy and was a member of the Institute of Electrical and Electronics Engineers.

He completed the Reactor Technology Course for Ut ility Executives at the Massachusetts Institute of Technology and the Public Utility Executive Program at the University of Michigan.

He has had an extensive , nearly forty-year career , at Ohio Edi s on Company and later FirstEnergy Corp., and has held various executive l eadership positions , most recently Executive Vice President and President of FirstEnergy Uti liti es , and currently President and CEO. With this vast experience, Mr. Jones brings to your Board an extraordinary understanding of the inner workings of the public utilities industry in general , and FirstEnergy , in particular.

49 Corp. 20 1 6 P roxy S t atemen t Table of Contents 3 t!U"J to Be V01t!d Or -Election of Directors (Continued)

-Ted J. Kleisner Age 71 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

Retired in 2013 as chainnan (a position held since 2012) of Hershey Entertainment

& Resorts Company, an entertainment and hospitality company. Chairman and chief executive officer in 2012 , president and chief executive officer from 2007 to 2012 and director from 1996 to 2013 of Hershey Entertainment

& Resorts Company. President of CSX Hotels, Inc. (d/b/a The Greenbrier) from 1988 to 2006 and president and chief executive officer of The Greenbrier Resort & Club Management Company from 1988 to 2006. He also served as a director of AYE (merged with your Company in 2011) from 2001to2011.

Key Attrib u tes, Ex p e ri e n ce and Skills: Mr. Kleisner graduated from the University of Denver with a Bachelor of Science in business administration.

Mr. Kleisner has over 40 years of experience in management and executive leadership positions , including over 20 years of chief executive officer experience having served as president and chief executive officer of Hershey Entertainment

& Resorts Company and The Greenbrier Resort & Club Management Company. He has more than 30 years of experience in the areas of labor relations, collective bargaining, and union contract negotiations, both in the U.S. and abroad. Additionally, he has participated in numerous business and real estate developments in the U.S., Europe, and Asia. His prior leadership and senior executive positions provide him with significant experience, both domestic and international, in developing and implementing corporate strategy and setting executive compensation benefits.

Mr. Kleisner's executive leadership positions and additional board experience have prepared him to respond to a multitude of financial and operational challenges.

Mr. Kleisner's vast business background and leadership skills make him well qualified to serve on your Board. Committees:

Compensation (Chair), Nuclear Donald T. Misheff Age 59 Director of your Company since 2012 Position, Pr i ncipal Occupation and Business Experience:

Retired in 2011 as managing partner (a position held since 2003) of the Northeast Ohio offices of Ernst & Young LLP, a public accounting finn. He serves as a director of the following two other companies with publicly traded equity securities

TimkenSteel Corp. and Trinseo S.A. He is also a director of Aleris Corporation , whose common stock is privately held. Key Attributes, Experience and Skills: Mr. Misheff graduated from The University of Akron with a major in accounting and is a Certified Public Accountant.

As the managing partner of the Northeast Ohio offices of Ernst & Young LLP until his r e tir e m e nt in 2 011 , h e a dvi se d many of the region's largest companies on financial and corporate governance issues. He began his career with Ernst & Young LLP in 1978 as part of the audit staff and later joined the tax practice, specializing in accounting/financial reporting for income taxes, purchase accounting, and mergers and acquisitions.

He has more than 30 years of experience perfonning, reviewing, and overseeing the audits of financial statements of a wide range of public companies.

He also has served on numerous non-profit boards. Mr. Misheff's vast financial and corporate governance experience, together with his extensive service to community organizations and business development groups, make him a strong member of your Board. Committees:

Audit, Compensation 50 FirstEnen:1v Corp. 2016 Proxy Statement Table of Contents 3 1en to flt \loted Or -Election of Directors (Continued)

-Thomas N. Mitchell Age 60 Director of your Company since 2016 Position, Principal Occupation and Business Experience:

Retired in 2015 as the president, chief executive officer and director (positions held since 2009) of Ontario Power Generation Inc. (later referred to as OPG), an Ontario-based electricity generation company. He is also a former director and member of the leadership and compensation committee of the Electric Power Research Institute. Key Attributes, Experience and Skills: Mr. Mitchell received his undergraduate degree in Engineering (Nuclear and Thennal Sciences) from Cornell University, his Master of Science degree in Mechanical Engineering from George Washington University and his LLD (Hon) from University of Ontario Institute of Technology, which i s an honorary degree. He has extensive experience in the nuclear industry and as a senior executive.

Prior to his mo st recent executive position at OPG , he held progressively more responsible leadership roles before being named the site vice president at the Peach Bottom Atomic Power Station, where he directed the day-to-day operations of the station. He also served as a vice president for the Institute of Nuclear Power Operations and as a Lieutenant (Naval Reactors) in the US Navy. Mr. Mitchell's nuclear industry experience, along with his broad l cudcro hip and bu s ine ss s kill s , i s e ss ential t o your Board. Committee: Nuclear Ernest J. Novak, Jr. Age 71 Director of your Company since 2004 Posit i on, Principal Occupation and Business Experience:

Retired in 2003 as managing partner (a position held since 1998) of the Cleveland office of Ernst & Young LLP, a public accounting finn. He serves as a director of the following two other companies with publicly traded equity securities:

BorgWarn er, Inc. and A. Schulman, Inc. Key Attributes, Experience and Skills: Mr. Novak graduated from John Carroll University with a major in accounting. He received his Masters in Accountancy from Bowling Green State University and is a Certified Public Accountant.

During his long and distinguished career at Ernst & Young LLP, he held various positions including coordinating partner and Area Industry Leader, before retiring after 17 years as the managing partner of various Ernst & Young LLP offices, most recently managing partner of the Cleveland office. He has over 30 years of experience perfonning , reviewing, and overseeing the au dits of financial statements of a wide range of public companies.

Mr. ovak currently serves as chair of the audit committee of two other public companies. As a re sult of this extensive experience in the field of accounting and his broad financial expertise, Mr. Novak is your Company's "Audit Committee Financial Expert" and is a valuable member of your Board. Committccs r Au dit (Chair), Fi n a n c e 51 I FirstEner!lv Corp. 2016 Proxy Statement Table of Contents 3 ems to B t On -Election of Directors (Continued)

-Chr i sto pher D. Pappas Age 60 Director of your Company since 2011 Position, Principal Occupation and Business Experience:

President, chief executive officer and director of Trinseo S.A., a producer of plastics , latex and rubber, since 20 I 0. President and chief executive officer of NOV A Chemicals Corporation (later referred to as Nova Chemicals), a producer of plastics and chemicals, in 2009. President and chief operating officer from 2008 to 2009, chief operating officer from 2006 to 2008 , and senior vice president

& president, Styrenics from 2000 to 2006 for Nova Chemicals.

He serves as a director of one other company with publicly traded equity securities:

Univar Inc. Within the past five years , he also served as a director of A YE (merged with your Company in 2011) from 2008 to 2011. Key Attributes, Experience and Skills: Mr. Pappas received an M.B.A. from the Wharton School , University of Pennsylvania and an undergraduate degree in Civil Engineering from the Georgia Institute of Technology.

He served in various leadership capacities at NOVA Chemicals, Dow Chemical , and DuPont Dow Elastomers and has also served on other public company boards. His executive and board experience has equipped him with leadership skills and the knowledge of board processes and functions.

Additionally, Mr. Pappas's general corporate decision-making and senior executive experience with a commodity-based business provides a useful background for understanding the operations of your Company. This experience qualifies him to serve as a member of your Board. Committees:

Compensation, Finance L ui s A. R ey e s Age 64 Director of your Company since 2013 Position, Principal Occupation and Business Experience:

Retired in 2011 as a Regional Admini s trator (a po s ition held since 2008) of the NRC. Executive Director of Operations of the NRC from 2004 to 2008 and has held various other positions with the NRC since 1978. Key Attributes, Experience and Skills: Mr. Reyes received his undergraduate degree in Electrical Engineering and his Master of Science degree in Nuclear Engineering from the University of Puerto Rico. He has extensive experience in the nuclear field and has held senior leadership positions with the NRC. He joined the NRC in 1978 where he held progressively more responsible leadership roles before being named executive director of operations in 2004 , where he managed the day-to-day operations of the agency. He also served as regional administrator for NRC Region II, overseeing all new commercial nuclear power plant construction in the country as well as operating plant inspections in the southeast United States. Mr. Reyes retired from the NRC in 2011 with 33 years of service. This nuclear industry experience is essential to your Board. Committees:

Corporate Governance, Nuclear 52 FirstEnerQV Corp. 2 016 Pro x y Statement Table of Contents 3 10 Bo Vo1oli Oo -E l ection of Directors (Continued)

-George M. Smart Age 70 Director of your Company since 1997 Position, Principal Occupation and Business Experience: executive Chainnan of the Board since 2004, except for a brief transition period from January 1 , 2015 to April 30 , 2015 where he was the Lead Independent Director of the Board. Retired in 2004 as president (a position held since 2001) of Sonoco-Ph oenix, Inc., a manufacturer of easy opening lid s. He serves as a director of one other company with publicly traded equity securities:

Ball Corporation.

Director of Ohio Edison Company from 1988 to 1997. Key Attributes, Experience and Skills: Mr. Smart received an M.B.A. from the Wharton School, University of Pennsylvania , with a major in Marketing. He served as the president and c hief executive officer of Central States Can Co. from 1978 until 1993 and as chairman of the board and president of the Phoenix Packaging Corporation from 1993 until 2001. He retired as president of Sonoco Phoenix , Inc. in 2004. Over the past 25 years, Mr. Smart has been a director of and has served on various board committees of six public companies.

This extensive corporate and CEO-level experience provides an excellent background for his current position as our non-executive Chainnan of the Board. Committees:

Audit, Corporate Governance Dr. Jerry Sue Thornton Age 69 Director of your Company since 2015 Position, Principal Occupation and Business Experience:

Chief executive officer of Dream Catcher Educational Consulting, a consulting firm that provides coaching and professional development for newly selected college and university presidents.

Retired President (a position held from 1992 to 2013) of Cuyahoga Community College. Upon her retirement, Cuyahoga Community College honored Dr. Thornton with the title of President Emeritus. She serves as a director of the following three other companies with publicly traded equity securities

Applied Indu stria l Technologies , Inc., Barnes & Noble Education , Inc. and RPM , Inc. She also served as a director of American Greetings Corporation from 2000 to 2013. Key Attributes, Experience and Skills: Dr. Thornton received her Ph.D. degree from the University of Texas at Austin and her M.A. and B.A. degrees from Murray State University.

She has extensive executive management and board experience , including her board service for other public companie s and her participation on numerous key board committees.

She is a recognized leader in the Northeast Ohio community. Dr. Thornton's broad leadership and business skills, together with her extensive board service for public companies and community organizations , make her well qualified to serve on your Board. Committees:

Com p ensatio n , Fin a nce 53 I Corp. 2016 Pro xy Statement Tabl e of C ontent s 4 Execu trrto COM!Ji!r 1icn Exec u t iv e Compensation Compe n sat i on Committee Report The Comp e n s ation Committe e (referred to in thi s Executiv e Comp e n s ation sec ti o n as th e Committee) r ev iewed and discussed the CD&A with m a n ag em e nt and , based on such review and dis c ussions , the Committ ee rec o mmend e d to your Board th a t the CD&A be included (or incorporated by r e ferenc e, a s applicable) in your Company's Annual Report on Fonn I 0-K for the fi s cal y ear ended Decemb e r 31 , 2015 , and proxy statement.

Comp e n sa tion Committee: Ted J. Kleisner (Chair), Robert B. H e i s l e r , Jr., Don a ld T. Mi s h e ff , Christopher D. Pappa s, and Dr. Jerry Sue Thornton. Compensation Discussion and Analysis Exe c uti ve Summary NE Os In thi s CD&A we describe our pay-for-perfonnance executi v e comp e n s ation progr a m and philo s oph y in the context of the 2015 compensation decisions related to the CEO and each of the other NEOs included in the 2015 SCT. For 2015, our NEOs and their respective titles were as follows:

• Charles E. Jones, President and CEO

• Jam e s F. Pearson , Executive Vice President and CFO

• Anthony J. Alexander, Executive Chairman (concluded service on April 30 , 2015)

• Leila L. Vespoli, Executive V i ce President, Markets and Chief Legal Officer

• James H. Lash , Executive V i ce President and President, FirstEnergy Generation

• Donald R. Schneider , President FirstEnergy Solutions Messrs. Jones and Pearson are NEOs as a result of their positions as CEO and CFO , respectively, throughout 2015. Mr. Alexander was succeeded as President and CEO of your Company by Mr. Jones, effective January 1 , 2015, and was appointed as Executive Chairman of yo ur Company until he concluded his service on April 30 , 20 1 5. Ms. Vespoli and Messrs. Lash and Schneider were our three most highly compensated executive officers (other than our CEO and CFO) throughout 2015. Messrs. Pearson and Lash were appoin t ed as Executive Vice Presidents effective September 6 , 2015. Guiding Principles Our vision is to be a leading regional energy provider , recognized for operational excellence, customer service and our commitment to safety; the choice for l ong-t erm growth , investment value and financial strength; and a Company driven by the leadership, skills , diversity, and character of our employee s. The primary objectives of our executive compensation program are to attract , retain , and reward talented executives who we believe drive our success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy that aligns executives' interests with your interests as shareholders. We believe it is important to maintain consistency in our compensation philosophy and approach.

Shareholder Outreach and Consideration of Say-on-Pay Vote Results After a significant engagement effort w ith our top share hold ers beginning in 2013, we made substant i al changes to our compensation plans and programs over the past three years. We continue the engagement effort with our 54 Corp. 2016 Pro x y Statement Table of Contents 4 Cor'lper lcn shareholders to, among other things, gain their ins i ght and support on our compensation programs and practices.

As a result, we have seen significant improvements in the results to our advisory vote to approve NEO compensat i on (later referred to as Say-on-Pay Vote) in 2014 and 2015 , including 85 percent support from our shareholders for our Say-on-Pay Vote at our annual meeting in 2015. During 2015, we continued to benchmark our p l a n s and programs to support direct alignment between pay and performance and your Company's s h are h o l ders' interests.

The Committee believes that the positive results indicate that shareholders are largely supportive of our approach toward executive compensation , particularly taking into account the revisions t o our executive compensation program made in 2013 and 20 1 4, and are evide n ce that our pay-perfonnance practices are effective. The Committee approved additiona l changes to our executive compensation program in 2015 which i ncludes changes to the Existing CIC Plan, t h e adoption of the New CIC Plan effective January 1, 20 1 7, and t he L TIP as out li ned i n more detail below. Although Mr. Jones received an increase i n base sa l ary, Short-Term Incent i ve Program (later referred to as the STIP) ta r get increase and L TIP target i ncrease in connection with his promotion to P resident and CEO in 2015, he did not r eceive any specia l awards for his promotion and his total compensation remains less than the Reve n ue-Regressed 50th Percentile of our peer gro u p of ut i li ty and genera l i nd ustry companies (later referred to as the B l e n ded Me di an). Mr. Jones a l so waived his participation in the Existing CIC Plan a nd t h e New CIC P l a n in 20 1 5 as d i scussed in more detai l below. The Committee values and a pp reciates t h e inp u t of our s h areholders i n maki n g future compensation d ec i sions for t h e NEOs. K ey C h a n ges To Y our C ompan y's Executi v e Compensa t ion Pro g ram We made a num b er of changes to o ur co mp e n sa t io n p l a ns a n d programs in 2013 and 2014 tha t cont i nue to i n flu e n ce o ur co m pensation p l a n s and programs in 2015, inc l uding:

• Cr ea t e d a n entirel y at-ri s k L TIP by e li m i na ting t he t i me-b ased p o rti on of th e perfo rm ance-a d j u s t ed r estr i c t e d s t ock u n i ts (l a t er referred to as RSUs) from the L TI P an d inc r eased t h e range from zero percent payout to a 200 p ercent max i mum payo ut;

• Re vi sed th e pa y out schedul e of the RSUs t o pro v ide i n te rp o l at i on b etween l eve ls of p e r fon n a n ce, ra ther t h an h av ing o n ly t h r ee l eve l s of p ayo u t at 5 0 p erce nt , 1 00 p e r ce n t, o r 2 00 perce n t;

• A dopt e d two different finan c i a l perform a nce m e a s ur es for the RSUs awarded un der t he L TI P th a t foc u s ma n age m e nt o n de b t m a n age ment a nd c a pit a l e ffici e nc y, while e limin a tin g ov erl a pp i n g fi n ancial p erfo nn a n ce me as ur es b etwee n the STIP a nd L TIP to align with s hareholder s' interests;

• Reduced the s tr e tch* potential pa y out of th e fi n a n c i a l performa n ce measures i n the S TI P from 200 percent to 150 percent o f ta r ge t;

• Continu e d to maintain a pool of funds for th e STIP pa y out b ased o n O p era tin g ea rni ngs pe r s hare (l a t er r efe rr ed t o as O pe ra tin g E P S), a no n-GAA P fi n a n cia l measure, ac h ieve d in t h e pl a n year, w h ich formu l aica ll y reduces t he o p eratio n al p ayo u ts, exc ludin g Safety, if the p ayo u t as ac h ieved i s n ot s upp o rt ed by O p era tin g EPS;

• A dopt ed a cla w back polic y;

• Formall y clos e d th e Supplemental E x ecuti v e Retirement Plan (la t er r efer r e d to as t h e SERP) t o n ew e nt ra n ts; a nd

• Eliminat e d unv es ted performanc e-adjust e d RS Us as elig ibl e sha r es for executives to meet their s hare ownership requirement s as set forth in o ur share ow n e r shi p g ui de li nes. The changes to our compe n satio n pla ns a n d programs b egin n ing i n 2013 reflect our commitment an d fl ex ib i li ty i n res p o nd ing to c h a n gi n g marke t conditio n s, o u r bu s i ness s t ra t egy an d fi n a n cial p erforma n ce, an d exec u tive 1 The term "stretch" is used interna ll y and b y management to reflect the performance l eve l s associated w it h max i mum achievement of a K ey Performance In dicator (later referred to as KP I). The term "maximum" is used later in t h e" Executive Compensation" port i on of this proxy statement to r efer to such performance levels. 55 Corp. 2016 Pr o xv S tatement Table of Contents 4 E atCllth't COMpet* Jen compensation sta ndard s. While the Comm itt ee and our management team understand the impact that econom i c conditions , and our operating perfonnance may have on our stock price , it is important to us that the elements of our compensation plans and program continue to incentivize management toward the proper short-and long-term goals , which are intended to translate ultimately into value for our shareholders. In 2015 , based on a desire to create Company-wide focus on specific perfonnance measures and to further align executive pay with Company objectives , your Committee approved additional changes as outlined below. 2015 Executive Compensation Program Key Changes Pay Program Change Impact CIC Severance Plan Amended the Existing CIC Plan , effective January I , Aligns CIC benefits more closely w ith current or 2016, to (i) provide that restrictions on the disclosure of leadin g market practices.

Your Company believes confidential information and trade secrets by that the CIC benefits incent executives to remain participants wi ll run indefinitely; (ii) revise the definition through a CIC an d act in the be st interest of of"Good Reason" to align more closely with market shareholders , but does not provide egregious practice; (iii) limit continued health insurance coverage payments or benefits (e.g., reduced cash to two years, eliminate life insurance benefit severance multiple, no excise tax gross-up enhancements and subsidized retiree health coverage; provisions or excessive perquisites).

and (iv) implement other administrative revisions.

In addition , adopted the New CIC Plan which will become effective January 1 , 2017 and will (i) eliminate the tier structure so that all p articipants are eligible for the same le ve l of benefits; (ii) reduce the cash severa nce multiple to 2.00 times the sum of base sa l ary and target bonu s for a ll participant s; (iii) eliminate additional years of age and service credits; (iv) eliminate legal coverage; and (v) add outplacement serv i ces for a one-year period, cap ped at $30 , 000. CEO CIC Mr. Jones waived his right to participate in the Existing It was Mr. Jones' preference not to participate in CIC Plan and any future CIC severance plan. The the Existing CIC Plan or any successor or future Company maintains a non-compete agreement for Mr. plan. Jones in the event of a CIC that is similar to the existing provisions in the Existing CIC Plan. 56 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents 2015 Executive Compensation Program Key Changes Pay Program Change Impact LTIP Redesigned the L TIP so that an executive's LTIP op portunity is comprised of performance-adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cash. Both the stock-based and cash-based RSU awards maintain the 2014 RSU perfonn ance measures, and remain completely at risk, with a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year oerfonnance cvcle. Provides goals for executives based upon current Company objectives that drive shareholder value. Refer to the section titled "RSU Index Perfonnance Measures" later in this CD&A. This design aligns our executives' interests with our l ong-t erm success through an entirely performance-based L TIP and encourages share ownership among our executives.

Your Board strongly b elieves that these compensation program changes, in conjunction with the previou s changes to our executive compensation program and continued shareholder outreach, are in the best interests of shareholders and address the financial and operational concerns raised in previous shareholders' advisory vote results and ongoing share holder outreach.

2015 Performance Payouts at a Glance STIP The STIP provides annual cash awards to executives whose contributions support the achievement of our identified financial and operational KPis. For 2015 , your Company exceeded our stretch goal level of $2. 70, representing the upper end of our Operating EPS guidance reported to the financial community, by achieving

$2.71 for Operating EPS. Our Corporate Safety performance result was 0.83, which was between the target goal (0.96) and stretch goal (0.64) level s, which represents the stro ngest safety performance company-wide since 1992. In contrast to the other KPls, with respect to safety, the lower the result , the better the performance.

As a result, the NEOs, excluding Mr. Alexander (as discussed below), received a STIP payout on average at 13 8 percent of target. LT/P It is important to note that payouts under our L TIP during 2015 were based on a three-year performance cycle which included awards granted und e r the executive compensation program that was in place at the beginning of 2013, and does not include the recent changes to our pay practices outlined above, which became effective in 2014 and 2015. 2013-2015 Cycle of P erformance

-Adjusted RS Us In 2013, executives were granted awards of performance-adju sted RSUs at the beginning of the performance period. Performance-adjusted RS Us could be adjusted up or down by 50 percent at the end of the three-year performance cycle depending upon the Company's average annual perfonnance on three key metrics:

Operating EPS, Safety and the Operational Linkage Index. Actual performance result s for each of the three years were averaged and com pared to the average of the target level set for each performance metric to determine if a 50 percent adjustment is applicable.

If your Company's 57 Corp. 2016 Proxy Statement

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*----------Table of Contents average annual performance met or exceeded the target on all three measures, 50 percent more shares were earned at the end of the three-year perfonnance cycle. If your Company's average annual performance were below target on all three measures , 50 percent fewer shares were earned at the end of the three-year perfonnance cycle. If your Company's average annual performance met or exceeded target on one or more of the measures but fell short of target on one or more of the others, then the number of shares originally granted were earned at the end of the three-year performance cycle. The following table summarizes the results for the three performance metrics for the 2013 grant: 2013 2014 2015 Average Target Result Target Result Target Result Target Result[ Result Operating EPSCIJ $3.00 $3.03(3) $2.65 $2.56 $2.55 $2.71 $2.73 $2.77 Above Target Safety(2) 0.99 0.97 0.96 0.97 0.96 0.8 3 0.97 0.92 Above Target Operational Linkage 6.00 8.05 6.00 6.69 7.00 7.43 6.33 7.39 Above Target (I) Operating EPS is a non-GAAP financial measure. Operating EPS is calculated using GAAP earnings per share and adjusting for the per share impact of certain items , which for 2013 , 2014 and 2015 inc luded mark-to-market adjustments, regulatory charges , trust securities impairment , the impact of core asset sales/ imp airme nts , merg e r accounting

-commodity contracts, and plant deactivation costs. In addition, for 2013 and 2014 , adjustments also included l oss on debt redemptions and re st ructuring costs; for 2014, adjustments also included litigation resolution

and for 2014 and 2015, adjustments also included retail repositioning charges. (2) In contrast to the other KP!s, with respect to Safety, the lower the re s ult , the better the performance. (3) Reflects Operating EPS of$3.04 as announced on February 25 , 2014 le ss the $0.01 reduction for KP! purposes.

As a result , the RS Us paid out at 150 percent of target. 2013-2015 Cycle o(Performance Shares Also, in 2013 under the L TIP , executives were granted awards of performance shares at the beginning of the three-year performance period. Award payments were calculated based on the Total Shareholder Return (later referred to as TSR) of FirstEnergy versus the Edison Electric Institute (later r eferred to as EEi) Index of Shareholder Owned Electric Companies. If the FirstEnergy TSR perfonnance fell below the 25th percentile of the peer group, all of th e perform a nce s har es were s ubject to forfeiture.

However, in that scenario, if the three-year average Operating E PS result was at or above ta r g e t, a s pro vi d e d in the t a ble a b o e, pat t icipan t s wou ld 1 c i a 25 p 1 n t pa ou t o f th p rforma n ce s har e s. A s a res ult o f o hongo s to our executive compe n sation program in 2014, the L TIP granted in 2013 was the last cycle to include a 25 percent payout for the Operating EPS adjustment to performance shares. For the 2013-2015 cycle, although our TSR was below the 25th percentile , the three-year average Operating EPS was above target. As a result, the performance shares paid out at 25 percent of target. Looking Ahead 2016 NE O Compensation In February 2016, the Committee reviewed the compensation for the NEOs in conjunction with the revenue-regressed market data for our peer groups provided by the Committee's independent compensation consultant Meridian Compensation P art ners , LLC (later referred to as Meridian).

The Committee also considered the utility peer group prox y data (as defined in Appendix A), ISS's peer group data, and ISS's pay-for-performance analytics.

Following this re v iew , and based on the Committee's recommendation, your Board approved modest increase s to base salaries of certain of the NEOs effective March 1, 2016, as follows: Mr. Jones from $1 , I 00 , 000 to $1, 133 , 000 (3%); Mr. Pear so n -from $635,000 to $660,400 ( 4%); and Ms. Vespoli from $730,000 to 58 FirstEnen:iv Corp. 2016 Proxy Statement Table of Contents 4 Car'lper Uan $759,200 (4%). The base sa lary increase for Mr. Jones was based on merit a nd sustained exceptiona l individual perfonnance, and is also designed to continue to move his salary towards the Blended Median. The base salary increases for Mr. Pearson and Ms. Vespoli were based on merit , benchmark data , and sustained exceptional individual performance.

Although Messrs. Lash and Schneider sustained strong individual performance, they did not receive base salary increases, as their base salaries are well positioned to the Blended Median. Based on the Committee's recommendation , your Board also approved an increase in the STIP and L TIP target opportunities for Mr. Jones from 1 15 percent to 120 per cent of his base salary and from 545 percent to 600 perc ent of his base salary, respectively , effective January I , 2016. The increased target opportunities are designed to move Mr. Jones' incentive lev els towards the Blended Median, while increasing the percentage of his target opportunities levels that relate to perfonnance-based compensation.

These changes move Mr. Jones to a 20 percent below-market total pay position compared to the Blended Median. No other NEO received an increase to either STIP or L TIP t arget opportunities for 2016. 2016 STIP In February 2016 , upon recommendation of the Committee, the Board adopted the terms of the Executive Short-Term Incentive Program for your Company's executive officers, including the NEOs , for annual bonuses granted beginning in 2016. The Executive Short-Term Incentive Program is a component of the 2015 Incentive Plan and provides annual cash awards granted pursuant to the tenns and conditions of the 2015 Incentive Plan. Payment is based on the successful achievement of corporate financial and operational KPis which are developed in accordance wit h the perfonnance measures approved by shareholders in the 2015 Incentive Plan. Under the Executive Short-T erm Incentive Program , the Committee annually establishes the KPis that must be satisfied in order for a NEO to receive an award for such perfonnance period , and your Board approves the relative weightings for each KPI with respect to each NEO, and the threshold, target and maximum award opportunity for each NEO, which are expressed as a percentage of the NEO's base salary. However , the Executive Short-Tenn Incentive Program payout will be zero if your Company's performance is below threshold. The Committee may use negative discretion to make downward adjustments to amounts paid to the NEOs , either on a formula or discretionary basis or a combination of the two, under the Executive Short-Term Incentive Program. The new Executive Short-Term Incentive Program replaces a sim ilar program under the 2007 Incentive Plan. For ease of reference, STIP, as used throughout, refers to the new Executive Short-Tenn Incentive Program or its predecessor , as applicable. A New Energy Leadership C h arles E. Jones became the new CEO of your Company on January I, 2015, succeeding Mr. Alexander.

Mr. Jones is a 37-year veteran of the Company with a strong background in FirstEnergy's energy delivery busines s, which complements the Company's customer-focused regulated growth platform.

Mr. Jones continues to lead your Company's strong management team , comprised of our NEOs, and he also added a few new members to your Company's Executive Council to focus on strategy , marketing and branding. Strategy Under Mr. Jones' leadership , your Company continued to implement its regulated growth strategies and de-ri sk the competitive business.

In connection with this strategy, your Company has undertaken severa l key initiatives.

The success of these initiatives has shaped, and will continue to shape, the performance of your Company and ultimately impact the compensation decisions and pay outcomes relating to your Company's executive officers , including the NEOs. 59 Corp. 2016 Proxy Statement Table of Contents The ce nt erp i ece of your Company's growth strategy is a $4.2 billi o n in ves tment in the Energiz in g the Future progr am that began in 20 14 and wi ll continue through 2017 to upgrade and expand your Company's transmission system. This pro gram is focused on a number of projects wit hin your Company's 24 , 000 mile service territory that w ill enhance service to customers.

The projects within the program are either regulatory required or su pp ort reliability enhancement.

Consistent w ith the plan, your Company s pent $2.4 billion over the 20 14 and 2015 timeframe, includin g on project s to address service reli ability, gr id modernization, a nd grow th. Additionally, over the p ast two years, your Compa ny has a d voca t e d for PJM Capacity Market reforms that would b etter recognize the role of bas e lo a d generat ion to ensure gri d sta bility an d reliability.

In 20 15 , new capacity performance rules we re approved by the Federal E nergy Regul atory Com mi ssion (later referred to as FERC). This new perfonnance model was adopte d for the b ase residual and transitional a uction s held in August and September 20 1 5 , producing c l earing price s that come closer to reflect in g the true operating costs of our generati n g plant s; although the markets continue to fa ll s h ort in cover in g all of the costs to own and operate generation pl ants. All of our un committed generation cleared the transitional auct ions for th e 2016/2017 and 2017/2018 deliv ery years. Most of our generation also cleared in the 2018/2019 base residual auction, with a remaining hedge po s ition of 885 megaw a tt s. The five-state service territory served by your Company's Regulated Distribution seg ment also offers substantial opportunities for future investment s to impro v e serv i ce to customers.

In particular , in 2015 your Company completed major rate cases in West Virginia, Pennsylvania and New Jer sey a nd in 2016 received a ppro va l of infra s tructure improv e ment plan s in Pennsyl va nia. Additionally, your Company h as remained very engaged in efforts to help prot ect our Ohi o utili ty customers from future retail electricity price increases and market volatility, while preserving vital baseload power plants. In December , our Ohio utilities filed a comprehensive settlement in support of our Pow e ring Ohio's Progr ess Electric Security P l an IV (later referred to as the ESP IV) at the Public Utilities Commission of Ohio (later referred to as PUCO). The settlement outlines ambitious steps to safeguard customers aga in s t retail price increases in future years, deploy new energy e fficiency programs , and provide a clear path to a cleaner energy future. Included in the se ttlement is a retail rate s tability provision, which r ecove r s the costs of an eight-year F E RCjurisdictional power purcha se agreement with certain of our Ohio baseload power plants. We expect a ruling by the PUCO on the settlement in March. The outcome of the ESP IV will allow us to better assess your Compan y's 2016 Operating earnings , regulated growth and cash flow over the next several years. The re i s currently a complaint filed at FERC requesting a review of the purcha se pow er agreement.

In addition, parties have expressed an intention to challenge in the courts and/or before FERC, the purchase power agreement or PUCO approval of the ESP IV , if approved.

Your Company intends to vigorously defend against such challenges and your Company continues to believe in the many benefits of the purchase power agreement and the ESP IV. F ina ll , i n A pii l 201 5 , yo u r C ompan l aunc h e d a Ca h Fl ow Imp rov ement Project to Identify Immediate an<l long-term s a vi ngs opportunitie s to help make your Company stronger and more flex i ble. With a focus on reductions to operating expenses, capital expenditures, and inventory and supply chain costs , your Company identified

$240 million of annual savings opportunities expected to be achieved by 2017. 2015 CEO and Exec utive Chairman Compensation Effective with his election t o P resident and CE O un January I , 2 0 I , Mr. Jone s was provided a base salary increase from $6 25 ,0 00 to $1 , 100,000 , a STIP target increase from 70% to 115% of base sa lary , and a L TIP target increase from 71 % to 180% of base salary, with respect to cash-based RSUs , and 143% to 365% of bas e salary, with respect to stock-based RSUs, which is consistent with the LTIP changes in 2015. As a result of Mr. Alexander's departure as Executive Chainnan in connection with his conclusion of service on April 30, 2015, Mr. A l exander received the benefit s provided for under hi s exis ting employment agreement with 60 FirstEnerQY Corp. 2016 Proxy Statement Table of Contents 4 Conpe.r. ... ,lcn your Company , dated March 20 , 2012, including the vesting of the remaining portion of the restricted stock award granted pursuant to the agreement.

Mr. Alexander also received a pro rata portion of his outstanding performance-adjusted RSU awards and performance share awards under the LTIP for the 2013-2015 cycle and is entitled to receive a pro rata portion of the award under the 2014-2016 cycle, subject to the achievement of the perfonnance measures.

In addition , as provided in the award agreements , Mr. Alexander executed a general release of claims in favor of the Company. Mr. Alexander received his base salary through April 30, 2015 and is entitled to a pro rata portion of the STIP for 2015. In lieu of Mr. Alexander's customary L TIP grant for the 2015-2017 cycle, your Board granted Mr. Alexander a mix of cash-based performance-adjusted RS U s (I /3) and stock-based performance-adjusted RSU s (2/3 ), representing a small fraction (I /18th) of his customary L TIP award , which reflected the time he remained with your Company during the awards' perfonnance period (i.e., until April 30 , 2015). These awards remain entirely at risk (and subject to upward/downward adjustment or forfeiture) based on the achievement of the perfonnance measures tracked over the applicable threeyear performance cycle. Compensation Philosophy We believe that the quality , skills , and dedication of our executive officers , including our NEOs , are critical elements in our ongoing ability to deliver positive operating results and enhance shareholder value. We generally target each of our NEOs' compensation opportunity at or near the Blended Median of the competitive data and utilize a range of 80 to 120 percent of that Blended Median in order to foster retention of our NEOs and reflect each NEO's:

• Individual perfonnance;

• Experience; and

• Future potential to play an increased leadership role in your Company. These factors are not weighted or part of a formula, but rather provide your Board with the latitude to make adjustments to compensation based on a combination of any or all of these factors. Our incentive plans also provide the opportunity for our NEOs to achieve above-50th percentile compensation for strong corporate performance.

However, if financial or operational perfonnance does not meet specific targets, our NEOs earn below-50th percentile compensation.

As further described in this CD&A, a significant portion of our NEOs' actual compensation is based on corporate and business unit performance as defined by financial and operational KPl's directly linked to short-term and long-term results for key stakeholders, including shareholders and customers.

T he re l evant business units utilized by your B oard and the C ommittee for the purpose o f determining KPl s ih the context o f EO cotnpensatlon correspond to our reportable segments:

Regulated Distribution, Regulated Transmission, and Competitive Energy Services.

Falling short, meeting, or exceeding our goals in these key areas is directly reflected in the actual compensation paid to our NEOs and other executives. Compensation Committee Role and Responsibility The Committee is responsible for overseeing compensation and making recommendations to your Board for establishing appropriate base salary and incentive compensation for our executive officers, including our NEOs, in accordance with our compensation philosophy , while also aligning our executives' interests with Company and business unit performance, business strategies, and growth in shareholder value. The Committee is further responsible for administering our compensation plans in a manner consistent with these objectives. In this process, the Committee evaluates information provided by Meridian, its independent compensation consultant, and our CEO, as discussed below. The Committee reviews the mix and level of compensation by component individually and in the aggregate. The Committee, using tally sheets and accumulated wealth summaries (as discussed later in the CD&A) also reviews current and previously awarded but unvested compensation.

61 FirstEneri:iv Corp. 2016 Proxy Statement Tabl e of Content s With re s p ec t to o ur C E O's compen sa tion , the C ommittee al so a nnu a ll y:

• Re v iew s , determine s, a nd r e commend s to th e Board y our C omp a n y's g o a ls a nd obj ec ti ves with resp e ct to C E O compensation

and

• Makes compen s ation recommend a tion s to your Bo a rd for its approval b a sed upon the C E O's p e rformance ev a luation , competiti v e c omp e n sa tion b e nchm a rkin g dat a (provided by Meridian), a nd desire to retain the CEO. C onsul t an t As noted abov e, the Committee employed Meridian , who reported directly to the Committee.

The Committee obtained and con s idered repr ese nt a ti o n s from M e ridian th a t they w er e indep e ndent c on s ult a nts a nd th e r e wer e no c onfli c t s of inter es t. In th e repr e sentation s pro v ided to the C ommittee , Meridian affirmed the following:

• Meridi a n (in c luding its affiliate s) does not pro v ide other consulting services to your Company. Meridian's services are limited to providin g advice and information solely on e x ecutive and director compensation and related corporate governance matters;

• The amount of fees paid by your Company during the 12-month period ending on December 3 1, 2015, represents less than 1 percent of Meridian's total annual revenues for calendar year 2015;

• Meridi a n maintains a Code of Business Conduct and Ethics Policy and Insider Trading and Stock Ownership Policy designed to prevent conflicts of interest.

Annually , each partner and employee of Meridian is required to certify his or her compliance with each of the foregoing policies;

• No Meridian partner or employee who serves the Committee has any business or personal relationship with any member of the Committee or executive officer of your Company. Meridian policies expressly prohibit a Meridian partner or employee from serving the Committee if su ch r e l a tion s hips exist; and

• No Meridian partner or employee who serves the Committee or any immediate family member of such partner , consultant or employee owns any shares of stock of your* company. Meridian policies expressly prohibit such share ownership. Consistent with NYSE rules , the Committee has the sole authority to retain and dismiss the consultant and to approve the consultant's fees. M e ridian pro v ido s ud v i o o , ind 11 p e n dent of m a n a g m nt , t o t h e Co mmitt ee with r e spect to executive and director compensation and general corporate governance matters. The Committee relies on Meridian's expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In 2015 , the Committee met with Meridian without management, including the CEO, present in an executive se s sion after each regularly scheduled Committee meeting. The Committee engages the consultant to provide an annual review of executive compensation practices of companies in our peer group , including a benchmarking analysis of base salary and short-and long-term incentive targets of the companies with which we compete for executive talent. In addition, the Committee may, from time to time, request advice from Mt:riuian c oncerning the design , communication , und implementation of our incentive compensation plans ancl other programs. The services provided by Meridian to the Committee in 2015 and as of the date of this proxy statement in 2016 include:

• Reviewing our compensation philosophy, including the alignment of our executive compensation practices with our compensation philosophy and assessing potential changes to address trends in market practice and shareholder expectations;

• Benchmarking and analysis of competitive compensation practices for executives and directors within our industry and peer group;

• Reviewing the description of our executive compensation practices in our annual proxy statement in light of SEC requirements and apprising the Committee of its recommendations and nec e ssary changes; 62 F i rstEner!lv Corp. 2016 Proxy Statement Table of Contents 4 Cor"lper 1icn

• Reviewing share owner s hip guidelines

• Reviewing L TIP plan design;

• Reviewing CIC benefits to ensure alignment with our compensation philosophy and competitive practice;

• Calculating quarterly TSR relative to the companies in the EEi Index described in the "Perfonnance Share" section of this proxy statement.

This group of companies is used to measure our perfonnance over a three-year performance cycle for the performance share component of the L TIP only. There is only one outstanding cycle of performance s hares , the 2014-2016 cycle; and

• Informing the Committee of legislative and regulatory change s, market trend s, and current issues with respect to executive compensation.

Benchmarking The Committee uses competitive benchmarking data to evaluate compensation practices and develop compensation recommendations for each of the NEOs. With the exception of annual merger and acquisition activity, our utility peer group has remained consistent and generally unchanged over the last 10 years. The general industry peer group was originally established in July 20 I 0 in anticipation of our merger with A YE and consisted of 77 companies. The decision to include general industry companies was driven by several factors: I) Our Company's increased revenue scope after the completion of the merger with A YE leading to our position as the second largest utility in the utility peer group at that time; 2) The competitive nature of our business;

3) The industries in which we compete for talent; and 4) To align the peer group uti li zed for executive compensation with the peer group used for benchmark i ng broad-based benefits.

We included companies with revenues between $8 and $30 billion (a range of approximately 0.5 to 2.0 times our revenue) that our Company competes wi t h fu r talent and e x cluded companies and indust r ies who s e c ompensation 01 bu s iness models v astly diffe r from utilitie s , su c h a s financial services, health care, retail, franchise, media, and companies that are internationally headquartered.

Also, a few select companies outside of the revenue scope were included based on their close geographic proximity to our Company. Between July 20 I 0 and 2013, some of our general industry peer group companies were removed due to merger and acquisition activity.

In 2013, ba s ed on Meridian's detailed r e view and recommendations to the Committee , we removed twenty general industry companies that were outside our revenue scope range or were no longer publicly traded. The Committee replaced these general industry peer companies with six publicly traded companies that fall within $8 to $30 billion in annual revenue, positioning our Company at approximately the 50th percentile of the general industry peer group consisting of 57 companies for fiscal 2015. In February 2015, at the Committee's request and consistent with past practices , Meridian accumulated benchmark compensation data from our peer group, an equally weighted blend of 21 U.S.-based publicly traded utility companies and 57 U.S.-based publicly traded general industry companies. Although there were no changes to the blended peer group for our competitive benchmarking analysis for fiscal year 2015 compensation, some of our peer companies were involved in merger/acquisition activity i n 63 FirstEnerav Corp. 2016 Proxy Statement Table of Contents 2015. Integrys Energy Group, SAIC , Inc. and TRW Automotive were r e moved from our blended peer group due to acquisitions in 2015 and will no lon ge r be included in our competiti ve ben c hmarking a n a ly s i s beginning for fi s c a l y e a r 2016 comp e n s ation. Your Company has been and remains po s itioned at approximately the 50 th percentile of the blended peer group by revenue. The 50*h percentile annual re v enue o f the utility and general industry pe e r group s w e r e $11.4 billion and $17.1 billion , respectivel

y. The current utility and gener a l indu s try peer company lists , including th e change s made in 2015 , are included in Appendix A. Accumulated benchmark data was based on compensation levels as of January I , 2015. Meridian prepares a study for the Committee using AonHewitt' s Compen s ation Survey database , which uses s i z e-a dju s ted benchmark data and regression analysis to detennine market value s of compensation that relate more closely to our revenue size and complexity.

Regression analysis is used to develop a mathematical equation showing how certain variables are related. In regression terminology , the variable which is be i ng predicted by the mathematical equation is called the " dependent" variable. The variable or variables being used to predict the value of the dependent variable are called the "independent" variables.

For our Company's study , the dependent variable was compensation; either base salary, total cash compensation (base plus short-term incentives), or total direct compensation (total cash plus long-tenn incentives).

For the corporate level positions , the independent variable was fiscal 2015 projected revenue to predict the levels of compensation. AonHewitt's Compensation Survey database commonly uses what is called logarithmic transformations of the data for regression analy s is. Logarithms allow a vast range of data to be easily displayed, but more importantly , it minimizes the impact of extreme cases and "fit" the data better , thereby improving the quality of the prediction.

Also, a constant percent increase in revenue will not result in a constant percent increase in predicted compensation. Therefore , the statistical measures presented are based on logarithmic regression analysis. The Committee evaluated base salary , short-and Jong-term target incentive opportunities and total target compensation for each NEO against the 5Qth percentile compensation levels provided to similar executives at our peer companies. Based on the competitive data provided by the consultant and based on the approved changes to compensation from the Co mm ittee a n d Boa r d, tota l compensation for our NEO s, in the aggregate was approximately

3.9 percent

above the Blended Median in our competitive benchmarking analysis for fiscal year 2015. Compensation decisions made by the Committee regarding the individual components of compensation are considered in the aggregate and adjustments to the amounts of base salary, STIP, and LTIP incentive targets are made concurrently to achieve the target total compensation level. The percentage of total compensation allocated to each component in 2015 (base salary , STIP , and L TIP) is determ i ned by the Committee and consistent with the compensation mix used by the companies m our blended peer group , although our long-term Incentive mix i 100 p e t ent perfonnance-based. The 50th percentile of our blended peer group long-tenn incentive mix is 52 percent performance

-based and 48 percent based. The mix of compensation components is used to provide the NEOs with opportunities to earn compensation through a variety of vehicles , both fixed and perfonnance-based. The mix is designed to facilitate the retention of talented executives, recognize the achievement of short-term goals , reward long-term results, and align executive compensation with shareholder interests. As we noted in our "Guiding Principles" in the Executive Summary , we believe it is important to maintain consistency in our approach , including benchmarking as outlined above. Benchmarking provides a point of reference for measurement and is not intended to supplant our other analyses of internal pay equity , accumulated wealth, tally sheets, and the individual performance of the executive officers that we consider when making compensation decisions. 64 FirstEner!:lv Corp. 20 16 Pro x y Statement Table of Contents 4 Eie tuth'.P Ccr.'lper.

ion Given the ever-changing landsc a pe in our industry and our focus on a regulated growth strategy , the Committee , with the assistance of its independent compensation consultant , will be conducting a review of the utility and general industry peer group in 2016. The Committee will also review the use of AonHewitt's Compensation Survey database which uses size-adjusted benchmark data and regression analysi s. While the Committee has historically used the Blended Median in our competitive benchmarking analysis the Committee also looks at our utility peers' proxy data for the NEOs as a secondary benchmark and additional point of reference for measurement. Based on raw proxy data , even though your Company is near the 75 t h percentile of our utility peer group with respect to revenue size, Mr. Jones is currently positioned near the median of the CEOs in our utility peer group. Role of Executive Officers , including the CEO , in De t ermining Compensation The CEO typically makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other executives including those identified as " insiders" under Section 16 of the Exchange Act. The CEO possesses insight regarding individual perfonnance , degree of experience, future promotion potential, and our intentions in retaining particular senior executives. In all cases, the CEO's recommendations are presented to the Committee for review based on the competitive benchmarking data provided by Meridian. The Committee may , however , elect to modify or disregard the CEO's recommendations , and the Committee and Board are responsible for establishing the compensation of the NEOs and certain other senior executives.

In 2015, after review and discussion with the CEO, the Committee recommended and your Board approved increases to the base salaries of the NEOs. The Committee also recommended and your Board approved an increase to Ms. Vespoli's STIP target opportunity and to Ms. Vespoli, and Messrs. Pearson's, Lash's and Schneider's L TIP target opportunity to align better with the competitive Blended Median. No incentive compensation opportunity increases were provided to Mr. Alexander in 2015. Neither the CEO nor any other NEO makes recommendations for setting his or her own compensation. The recommendation of the CEO's compensation is determined in Committee meetings during an executive session with only Meridian and the Committee members present and presented to the independent members of your Board for approval.

The CEO, the other NEOs , and our other senior executives review and evaluate recommended revisions to our compensation programs , policies, and KPis for your Company. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to cons i der programs and policies, and create KPls that will engage and challenge employees and provide effective i ncentives to produce outstanding financial and operating results for your Company and our shareholders.

Additionally, these executives are the most appropriate individu a l to recommend KPI to the Committee a n d B oa r d fo r a pp rova l b a 6e d o n th e ir e xp e ri e n c e and kno w l dge o f o ur bu s ine 6s financial and operational objectives.

Tally Sheets and Accumulated Wealth In the first quarter of each year, the Committee is prov i ded with a comprehensive analysis and summary of all components of total compensation for th e NEO s , in c l udin g ba s s alary, h alth an d w !fa r b ne fit s , urr n t y ar STIP an d LTIP gran t s , earning s on defe rr ed compensa ti on, C om p any matching contributions to the FirstEnergy Corp. Savings Plan, financial and tax planning benefits, if applicable, limited personal use of your Company's aircraft, if applicable, and STIP and LTIP payouts (actual and projected, as appropriate) for the current year as well as under several tennination scenarios (i.e., voluntary resignation, retirement , involuntary separation , termination following a CIC, death, and termination for cause). The primary purpose of these tally sheets is to summarize the individual elements of each NEO's compensation and the estimated value of compensation that would be received by the NEO in the event of a tennination of employment to enable the Committee to determine whether total compensation provided to each NEO and potential termination payouts are appropriate.

65 FirstEneri;iv Corp. 2016 Proxy Statement Table of Contents 4 Canpe1 1ion The Committee also reviews a report that provides a historical summary of accumu lated wea lth for each NEO. The report s h ows gra nt ed and r ealized compensation by component:

base salary , STIP and L TIP payouts a nd unvested grants, r ealized values of exercised opt i ons , and the value of discretionary awards. B ased on its review of the tally sheets and s ummary of accumulated wealth r e p o rt , th e Committee determined that the total compensation pro vi ded (a nd , in the case of termination scenar i os , the potential payouts) is ap p ropriate an d consistent wit h our compensatio n philosophy.

Accordingly , in 2015, the Committee did n ot make any adjustments to our execut i ve compensation program s in light of the r eview of these reports. Compensation Mix OurNEOs' total compensat i o n pa ckage i s compr i sed of the following elements:

• Ba se sa l ary: The b ase sa lar y repr ese nts a fixed element of cash compensation pa ya bl e throughout the year;

• STJP: The 2015 STIP co mponent of compensation i s complet e ly at-risk , with p ay out of cash ba se d entirely on Company performance. The KPis me as ured under the 2015 STIP focus on Safety, Op era ting EPS, a nd a ddition a l bu s ine ss-unit s p ecific goals related to operationa l reliability and efficiency , controlling operating and maintenance costs , and environmental responsibility.

These awards are designed to reward the ac hi eveme nt of current corporate and business-unit objectives. The STIP awards are prorated based upon employm e nt serv ice during the calendar year. The STIP KPis are de sc ribed in more detail below;

• LTIP: The 2015 L TIP component of compensation is completely at-risk and consists of perfonnance

-adjusted RS Us that are designed to r ewa rd the achievement of longer-term goals. We award a portion of our performance-adjusted RSU s in stock (2/3) and a portion in cash (1/3). Performanc e-adju ste d RSU s are earned b ase d on the ac hievement of KPis with a minimum pa yo ut of zero percent a nd a maximum payout of 200 percent of targ e t based on performance results at the end of the three-year performance cycle. The KPis are Safety , Cap it al Effective n ess Index , a non-GAAP financial measure , and Fund s from Operations (later referred to as FFO) to Adjusted Debt Index , also a non-GAAP financial me as ure; see the section b e low titled " RS U Ind ex Perform a nce Measures" for more inform a tion reg ar ding the se KPi s. Capital Effectiveness Index and FFO to Adjusted Debt Index are not utiliz e d in any other incenti ve calculation , includin g the STIP. The L TIP awards are prorated b ase d upon employment serv ice during the applicable three-year cycle for performance

-adjusted RSUs;

• R e tir e mPn/ h e n e,fi t s and limit ed pe r quisites;

• S eve ran ce and CIC benefits; and

• Dis c retionary award s: The Company may grant awards from time to time for purposes of recruitment , retention , and s pecial recognition.

With the tran s ition to your new CEO at the beginnin g of 2015, your Compan y believed it was critica l that Mr. Jones' executive team r emain in place to maintain bu siness continuity and ensure that the business strategy initiatives outlined in 2015 were led b y experienced executives.

As a result , in August 2015 , Messrs. Pearson and Lash each received a one-time performance-based award to incentivize them to remain with your organization and drive the achievement of th e Cas h Flow Improvement Project goals for fiscal years 2016 an d 2017. Neither award has additional upward potential , but each award ha s a p erfo nn a nce hurdle that mu s t be ach i eved for the award to potentially vest. As previously discu sse d , the Cash Flow Impro ve m e nt Project was one of several important steps in 2015 intended to impro ve certain financial metrics. This initiative set a goal to capture meaningful and sustainable 66 Corp. 2016 Proxy Statement Table of Contents 4 EXt!CutJ,*-t< CcMper-w.1lcn savings opportunities and process improvements across your Company. Furthennore, Cash Flow Improvement Project results are expected to h ave a direct impact on two of our L TIP perfonnance metrics, FFO to Adjusted Debt Index and Capital Effectiveness Index, which are aligned to create meaningful financial and shareholder va lue. Mr. Pearson's one-t ime award is designed to incent him in leading efforts to capture sustainab l e overa ll corporate improvements annually by 2017. Mr. Lash leads the generation busine ss and certain savings from the Cash Flow Improvement Project are intended to help de-risk this business.

On August 10, 2015, Mr. Pearson was granted a performance-based restricted stock grant of 30,000 common shares of the Company (later referred to as Mr. Pearson's Award). Mr. Pearson's A ward is subject to the achievement of $240 million enterprise-wide cash flow improvements b y December 31 , 2017 , as detennined through the Cash Flow Improvement Project. If the perfonnance goal is achieved by December 31 , 2017, then Mr. Pearson's Award becomes entirely service-based thereafter , and requires Mr. Pearson's continued employment with yo ur Company until October 30, 2019. If the perfonnance goal is not achieved, or if Mr. Pearson does not remain employed with your Company until October 30, 2019, other than in the case of death, disability or an involuntary separat ion from your Company, Mr. Pearson will forfeit his Award in its entirety.

On August I 0, 2015, Mr. Lash was awarded a perfonnance-based cash award in the amount of $580 , 000 (later referred to as Mr. Lash's Award), which is equal to Mr. Lash's annual b ase salary. Mr. Lash's continued leadership of our generation business remains critical to your Company. Mr. Lash's Award is subject to the achievement of $73 million in FE Generation cash flow improvements through December 31, 2016, as detennined through the Cash Flow Impro veme nt Project. If the perfonnance goal is achieved by Decemb er 31 , 2016, then Mr. Lash's Award becomes entirely service-based thereafter, and requires Mr. Lash's continued employment with your Company until July I , 2017. If th e perfonnance goal is not achieved or if Mr. Lash does not remain employed with the Company until July I, 2017 , other than in the case of d eat h , disability or an involuntary se paration from your Company, Mr. Lash will forfeit his Award in its entirety.

All cash flow improvements must be s ustainable and directly related to the initiatives identified through the Cash Flow Improvement Project. Achievement of the goals will be detennined by a Cash Flow Improvement Project tracking t ea m and certified b y the Committee at the end of 2016 for Mr. Lash and the end of 2017 for Mr. Pearson. See the SCT for more details on Mr. Pearson's award. We review our compensation philosophy annually to ensure it continues to align with our goals and shareholder interests, as reflected in the results of our annual advisory vote on NEO compensation and our ongoing shareholder outreach efforts, and offers competitive levels of compensation.

We also evaluate the vehicles we utilize to deliver compensation, including the percentage of compensation provided through perfonnance-based comp onen t s a1 d th effoot i v onoas o f ou r o mp n atin n desi g n and programs in the achievement of our business objectives.

Additionally, we annually review and establish the K.Pls tied to the perfonnance

-based components of compensation to support achievement of the strategic business objectives established in support of our vision. We believe that shareholder value is impacted not only by financial measures but also by operational measure s. Under our compensation design , the per ce nt ag or pay that is ba sed on performance in c r e ases as executives' responsibilities increase. Thus , executives with greater responsibilities for the achievement of corporate perfonnance targets are impacted more negatively if th ose goals arc not achieved, and co nv e r se ly receive a greater reward if those goals are met or exceeded.

All of the 2015 financial and operational K.Pls for our NE Os are described below. The compensation plan changes discussed in the Executive Summary of this CD&A are reflected in the 2015 executive compensation program and create a pay mix that is sign ificantl y perfonnance-based for all NEOs. The following chart highlights the 2015 target pay opportunity mix for Mr. Jones , which other than base salary , is 67 FirstEnerQV Corp. 2016 Proxy Statement Table of Contents entirely performance-based.

Consistent wit h our com p e n sa tion phil osophy and weighting on performance-based c omponents , a lar ge p o rti on of Mr. Jones' compensation is comprised of perfonnance-adjusted RSUs. This reflects our commitment to a li gn CEO pay with Company objec ti ves and increase s h areho ld er va lu e. The following chart represents the target an nu al compensation opportunity mix provided t o our CEO under our compensation plans in 2015: 2015 ClO C.ompensa t on Opportun ity M

• P\i.-1tl'4'1,,111C r"..ti11 Sl1;1t tPMDrM3nce

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The following chart repre sents the target a nnu a l compensation opportunity mix pro vi ded to our NEOs, other than our CEO and Mr. Alexander , in the aggregate, under our a nnu a l compensation plan s in 2015: 20 1 5 I ot her (E.x e p t Mr. A l :1tan d er) Compensat i on O p po rtuni ty Mi x HSUs Paid n tPerform;:mce-R,.*dl, Pffic;-m&ice MiuSted RSUs Ba ), 19'"1 SllP 11.m<f), 19% The following chart illustr a tes th e tot a l target compensation mix , by percentage , for each of our N bus , other tha11 Mt. Al x andcr , under our a nn m l compensation plans in 2015: 100% 90% 70" W)h S0% 40% 10)1, 20% 10% 0% STIP T ota l Target Compensat i on Mix 18% Schnt>idP r P er l orma ice Ad J \led RSU' (C...*h)

• Porfcrrr 1 n<* Adju\trd RSU* lStocok) 68 FirstEner!1Y Corp. 2016 Pro xy Statement Table of Contents Total Compensation Opportunity at Target The fo ll owing table r epresents the total target compensation opportunities provided to our NEOs through their b ase sa l aries a nd under our STIP and L TIP in 20 15. Mr. A l exan d er's opportu n ity reflects hi s b ase sa l ary until his departure o n April 30, 2015 and the STIP and L TIP awa rd s have been pro-rated b ased on his service through suc h date. Each NEO's total compe n sation opportunity represents target amounts that may b e earned over one-and t hr ee-year perfonnance cyc le s. The STIP target represents the target opportunity that an NEO would ea rn if target perfonnance was achieved during the 2015 plan year. Similarly , the LTIP target for perfonnance shares and performance-adjusted RS Us represents that target o pp ortunity that an NEO would earn if target performance was achieved over the three-year p erformance cycle be gin ning on January 1 , 2015. Fo r purposes of this illu stra ti on , L TIP t a rget amounts are based on the target o pp o rtunity percentage of b ase sa lary. Ac tual amounts earned by each NEO under the STIP may be adjusted downward to zero p ercent or upward to 150 percent of target opportunities for strong corporate p erfon nan ce. Similarly, actua l amounts earned b y eac h NEO under the L TIP m ay be a dju sted do w n ward to zero p erce nt or upward to 200 percent of tar ge t opportunities for stro n g corporate p e rforman ce. Charles E. Jones James F. Pe arso n Anthony J. Alexander Leila L. Vespoli Jame s H. La s h Donald R. Schneide r Realized Compensation Base Salary $1,100,000

$635,000 $446 , 677 $730,000 $580,000 $535 , 000 STIP Target $1,265,000

$571 , 500 $572 , 712 $620 , 500 $406,000

$374,500 LTIP Targets Performance-Performance-Total Adjusted Adjusted Compensation RSUs-Paid RSUs -Paid in Opportunity at in Stock Cash Target $4,015 , 000 $1,980,000

$8,360,000

$1,352 , 550 $679,450 $3,238,500

$286,599 $140,680 $1 , 446 , 668 $1,241,000

$620,500 $3,212,000

$713,400 $359,600 $2,059,000

$658,050 $331 , 700 $1 ,8 99 , 250 We pro v ide this alternative view of compensation paid to the NEOs as a supplement to, not as a s ubstitute for , the SCT , because this realized compensation view illustrates the actual compensation earned or received by our NEO s in 2015 under our STIP and the 2013-2015 cycles of our L TIP In 01 our NE O s were ge nerall paid above tar g et under our STIP , at the minimum for the Performance Shares under our L TIP , and at stretch for the Performance-Adjusted RSUs under our LTIP. The LTIP payouts in 2015 are based on perfonnance durmg 2 01 through 01 . he table below summarizes realized compensation in 2015 for our NEOs: Performance-STIP Performance Adjusted (Earned In Sha re s RS Us 2015 , Paid in (Earned in 2015, (Earned in 2015 , Total Salary 2016) Pa id in 2016) Paid in 2016) Compensation Charles E. Jones $1 , 118 , 558 $1,807,812

$94 ,6 29 $1,217,702

$4 , 238 ,7 01 James F. Pearson $636 , 154 $793 , 174 $65,629 $844,474 $2,339,431 Anthony J. Alexander

$510 , 231 $818,464 $437,559 $5,287,871

$7,054, 125 Leila L. Vespoli $752 , 789 $860,125 $98,905 $1 , 292,974 $3 , 004 , 793 James H. Lash $599,176 $535,434 $72,082 $928,860 $2 , 135 , 552 D ona ld R. Schneider

$5 52 , 404 $518 , 4 88 $68 , 151 $878,22 9 $2 , 017,272 69 Corp. 2016 Pro xy Sta tement Table of Contents 4 Cur.;per 1ian On March I, 2015, Mr. Jones and Ms. Vespoli each received approximately 39,068 shares (including dividends of re i nvested stock) related to the vesting of previously made restricted stock awards. The restricted stock grants were awarded to Mr. Jones and Ms. Vespoli in 2005 as a retention incentive. In addition, in connection with the Mr. Alexander's employment agreement entered into in March 2012 (later referred to as the Alexander Agreement) and his conclusion of service to your Company, approximately 116,007 shares (including dividends) of a restricted stock award vested. The restricted stock awards are not reflected in the charts above or below. The following chart represents our CEO's realized compensation by component:

base salary, STIP, and L TIP for the past three years. The data for 2013 and 2014 is for Mr. Alexander, while the data for 2015 is for Mr. Jones. $9,000 , 0 00 $8,000 , 000 $7 , 000 ,000 $6 , 000, 000 $5 , 000 ,000 $'1 , 000,0 00 $3 , 000 ,000 $2.000,000 $1 , 000 ,000 $0 C E O Rea l i zed C o m p e nsation S7,818,27 1 $7,383,926

$4 ,238, 701 2 0 13 2 0 14 2015 (Alexande r) (Alexander) (Jo es) Base Salary (Cash)

• S TIP (Cash) *P e ormance S t u ir es (Ca$hl

• Perform ance-Adjus t ed R5U> (Stock)

Base Salary The NEOs are each paid a base salary to provide a fixed amount of cash compensation.

Competitive data is used as the fo und ation for setting compensation levels and in determining any base salary adjustment.

Consideration is given to indi vidua l performance and experience , historical compensation adjustments, and the tenure of the NEO. The Committee and your Board annually review the CEO's base salary. The CEO, the Committee , and your Board annually review each of the other NEO's base salaries.

Meridian provides the Committee with the competitive benchmarking data at the Blended Median for each NEO's position in January of each year. Following that review , and the Committee's recommendation, your Board approved increases to base salaries effective March 1 , 2015 as follows: Mr. Jones from $625,000 to $1 , I 00 , 000; Mr. Pearson -from $525,000 to $635 , 000; Ms. Vespoli from $705 , 000 to $730 , 000; Mr. Lash from $565 , 000 to $580,000; and Mr. Schneider from $520 , 000 to $535,000.

No compensation adjustments were provided to Mr. Alexander in connection with his appointment to Executive Chairman. The 2015 base salary compensation adjustments in the aggregate for our NEOs, excluding Mr. Alexander , were slightly above the 50th percentile at 102.5 percent of the Blended Median consistent with our compensation philosophy.

While the competitive data is used as a foundation for setting 70 I Corp. 2016 Pro xy Statemen t Table of Contents 4 Ext!cufo*

Cor'lper .w.11cn compensation le vels, consideration in determining the base sa l ary adjustmen t s was given to indi vidual performance and experience, historical compensation adj ustm ents and the tenure of the NEO. The increases for Mr. Jones and Mr. Pearson were designed to move their base salaries toward the Blended Median of the competitive base salary data. Incentive Compensation Programs Shareholders approved the 2015 Incentive Plan at the 2015 annual meeting. Similar to the 2007 Incentive Plan in many respects, the purp ose of the 2015 Incenti ve Plan is to promote the success of your Company by providing in centives to certain employees and directors that will link their personal interests to the long-t erm financial success of your Company and to increase shareholder va lu e, providing for various types of awards including, a mong other things, equity and equity-based awards and cash-based awards. STIP The STIP provides annual cash awards to executives whose contributions support the achievement of your Company's identified financial and operational KPis. STIP awards are cash awards pursuant to the tenns and conditions of our 2007 Incentive Plan. The STIP KPis are developed in accordance with the performance measures identified in the 2007 Incentive Plan which was approved by shareholders.

The STIP supports our compensation philosophy by linking KPis to business strategy and objectives.

As such, executive awards are directly connected to KPis associated with Company and business unit success. Future STIP awards will be granted under the 2015 Incentive Plan. The Committee administers the STIP with respect to the NEOs and annually reviews their STIP target opportunity levels , which are expressed as a percentage of base salary. In February of each year, the Committee reviews and ba se d on competitive market data recommends to your Board STIP target opportunity levels for our NEOs. The STIP opportunity levels are set at or near the Blended Median target opportunity of our peer group. NEOs have the potential to ach i eve STIP payouts above the target opportunity for strong corporate performance.

However , the STIP p ayout will be zero if Company performance is below threshold.

As an executive's responsibility increases, a greater percentage of hi s or her annual incentive is linked to our Company's financial performance, rather than operational business unit perfonnance.

Executives, including the NEOs, are eva l uated based on KPis applicable to your Company and their responsibilities within our organization.

In 2015, we maintained the overall STIP design changes we made in 2014. Operating EPS continues to be the only Company-wide financial p rfonn an m asur in th STIP to h e lp in c r ea e th e fo c us thro11gho11t yom Com pany. The weighting for Operating EPS at maximum is 150 percent , the same as the maximum weighting for operational goals. A pool of funds available for the STIP payout is based upon the Operating EPS result (after accounting for the cost of the STIP payout) as follows: Operating EPS(1) Achievement Level Less than $2.40 $2.40 -$2.44 $2.45 -$2.49 $2.50 -$2.54 $2.55 -$2.59 $2.60 or greater STIP Pool of Funds No STIP payout Up to $80 million $100 million $115 million $130 million No Pool Limit; Paid as Earned (1) Operating EPS i s a non-GAAP financial measure. A description of the method of calculating Operating EPS is provided on page 58. 71 Corp. 2016 Proxy Statement Table of Contents 4 E xec:uta*t CCMper Ian The STIP p oo l of fund s is always a fixed va lu e and ap plie s to all of our e mpl oyees in the aggregate a nd not jus t NEOs. If the ac hie ve m e nt l eve l results in a pool of funds that is less th a n the STIP pool of funds avai l ab l e , as ou tlin ed in the scale provided above , then the pool of funds i s reduced to the le v el to pay the STIP as earned and not int erpolated or rounded up. If the STIP pool of funds available, determined in accordance with th e sca l e provided a bo ve, i s not sufficient to pay the full STIP as earned, the o p erat ion a l KPl s , exc ludin g Safety , are reduced as follows: I) For operat i onal KPis meet i ng threshold but less than target, the payout amount is reduced to meet the funding level i de ntified above. T h e maximum reduction for these KPls is 25 percent; h owever , ifthe reduction is not sufficient to reduce the t ota l STIP p ayout to equal the available pool of funds; then , 2) For operational KPi s at or above target , the p ayout is reduced to meet the funding le ve l id entified a b ove. The m ax imum r eduction for these KPls is I 0 p erce nt; however , if this reduction is not suffic i ent to reduce the total STIP p ayout to equa l the ava il ab l e pool of fund s; then , 3) A uniform proration is a ppli ed to the operational KPis earned und e r the STIP , excluding Safety , to an a mount equal to the available pool of fund s. As pre vio usly disclosed , effective w ith hi s prom ot i on to Pre s id e nt and CEO , Mr. Jones was provided a STIP target incre ase from 70 percent to 115 perc e nt of base salary. In February 2015 , the Committee re v i ewe d the market data and at the Committee's recommendation , yo ur Board approved a n in c r ease to M s. Vespoli's STIP target from 80 percent to 85 perc e nt of h er b ase s a lary effective January 1 , 2015, in order to better align M s. Vespoli's target with the Blend e d Median opportunity for th e first hi g he st paid executive, other than the CEO and CFO , wi thin our peer group. Your Board did not make any changes to the STIP target incentive opportunities for any other NEO in 2015. The STIP target opportunity for the remaining NEOs are as follows: Mr. Alexander at 130 percent , Mr. Pe ars on at 90 percent , Mr. Lash at 70 percent , and Mr. Schneider at 70 percent , each of which i s at or near the Bl en d e d Median for their re s p ective po s itions. Also, Mr. Alexander's STIP p ayo ut for 2015 was prorat e d based on hi s serv ice as Executive Chairman.

As described in more detail in the section titled "2015 KPI Weightings" be l ow, the NEOs may earn payments that are below their target opportunities for levels of achievement that are b e low the target perfonnance goals, but exceed thre s hold perfonnance goals, as well as payment s that are higher than their target opportuniti es for le ve ls of ac hi eve ment that exceed the target performance goals. The Committee may u se negative discretion to make downward adjustments to amounts paid to the NEOs, either individually or collectively, under the STIP. The Committee may not , however , make upward adjustments that would result in p ay ments that a re higher than those the Committee had originally approved.

Based upon the 2015 yea r-end Operatin g EPS result of $2.7 1 , which is a non-GAAP measure , the pool of fund s available for the STIP payout was approx ima tely $1 70 m illion. Sim: e the pool o f funds avai l ab l e was s ufli ci nt to pa th full S TIP a rn d, th S TIP pay o ut wa s n ot roduood. Tho average payout for the NEOs , excluding Mr. Alexander, was 13 8 percent of target. 72 I Corp. 2016 Proxy Statement Table of Contents 2015 KPI Weightings The weightings of financial and operational KPls are determined by the Committee and approved by your Board at the February meeting each year. The weightings for each NEO are specifically determined to correspond to the responsibility of each NEO for the particular KPls based on his or her role within the organization.

As previously disclosed , the STIP is designed to focus on driving Operating EPS perfonnance.

The range for the total STIP award is from 50 percent of target for perfonnance at threshold to 150 percent of target for performance at maximum. In 2015, the KPI weightings for the NEOs were: Jones Pearson Alexander Vespoli Lash Schneider Financial Target -Operating EPSCI) Safety/Operational Targets Safety (2) Operational Linkage (3) CES Commodity Margin(4)

FEU Safety(2) Transmission

& Distribution Reliability Index(5) FEU/FET Operating Eamings(6)

FEG Operations and Maintenance

(?) FES Operations and Maintenance(8)

INPO Index(9) Nuclear Safety (2) Fossil Safety(2) 80% 20% 10% 10% 70% 80% 70% 30% 20% 30% 10% 10% 10% 20% 10% 10% 10% (I) Operating EPS is a non-GAAP financial measure. A description of the method of calculating Operating EPS is provided on page 58. 60% 40% 15% 10% 5% 5% 5% (2) Performance as measured by the Occupational Safety and Health Administration (later referred to as OSHA) Incident Rate; for FEU, see note (6) below. 60% 40% 10% 20% 10% (3) Seven key operating metrics: CES Commodity Margin , a non-GAAP financial measure (see note (4) below); FEU/FET Operating Earnings , a non-GAAP financial measure (see note (6) below); System Average Interruption Duration Index (later referred to as SAIDI); Transmission Outage Frequency (later referred to as TOF); Peak Period Base and Intermediate Load Equivalent Availability, whe r e peak periods are assumed to be January-February and May-September (later referred to as EA); the Institute of Nuclear Power Operations (later referred to as fNPO) Index; and Environmental Excursions.

Metrics are measured by points awarded for attaining a specified level of performance for each component ba se d on annual performance.

All components are weighted equally. (4) CES Commodity Margin is a non-GAAP financial measure. For KP! purposes, CES Commodity Margin reflects the net of total CES sales and revenues l ess tota l CES variable costs, including Fossil/Nuclear Fuel , Purchased Power , Delivery/Regional Transmission Organization (RTO), Capacity and other Non-MWh based variable expenses excluding the impact of certain special items, which for 2015 included plant deactivation costs and merger accounting-commodity contracts.

CES refers to your Company's Competitive Energy Services reportable segment. (5) Measured by points awarded for attaining a specified level of performance for transmission and distribution reliability based on year-to-date performance.

The two measures are SAIDI and TOF. The components are weighted equally. (6) FEU/FET Operating Earnings i s a non-GAA P financia l measure. FEU/FET is used here to refer to your Company's Regulated Distribution and Regulated Transmission reportable segments.

For KPI purposes , the aggregate net income of those reporting segments is adjusted for the impact of certain special items, which for 2015 included pension and OPEB mark-to-market adjustments, regulatory charges and trust securities impairment.

(7) This metric measures FEG controllable costs of Labor and Other-than-Labor based upon budgeted Operating EPS guidance.

The term "FEG" refers collectively to FirstEnerg y Generation, LLC , Allegheny Energy Supply Company, LLC , FirstEnergy Nuclear Operating Company , Bay Shore Power Company, Warrenton River Terminal, Ltd., Allegheny Pitt sb urgh Coal Company , Green Valley Hydro , LLC , and GPU Nuclear, Inc. (8) This metric measures FES controllable costs of Labor and Other-than-Labor based upon budgeted Operating EPS guidance.

The term "FES" means FirstEnergy Solutions Corp. 73 Corp. 2016 Proxy Statement Table of Contents 4 E xetut11*f' Conper.>.:1ion (9) Performance indicator s u se d by INPO including unit capability factor, forced l oss rat e, forced loss event, unplanned manual and automatic scrams, safety sys tem performance, collective radiation exposure, chemistry effectiveness indicator, loss of s hutd ow n coo ling or decay heat removal events , fuel sustainability, a nd total indu s tri a l safety accident ra t e. Financial Measures Financial performance is the most heavily weighted measure in detennining STIP payouts for our NEOs as illustr ated in the table above. The Committee se lected Company-wide Operating EPS as the only financial KPI for 2015 b ecause it impacts share hold er value and aligns executive compensation with shareholder interests. Operating EPS is used as a measure because increases in Operating EPS indicate growth of the bu siness and a corresponding increase in the va lu e of our shareholders' investment.

Additionally, Operating EPS provid es a consistent and comparable measure of performance of your Company's business to help shareholders understand performance trends. Operating EPS excludes special items as described in note (I) above and is a non-GAAP financial measure. The use of only one financial KPI also increases the focus broadly throughout your Company on Operating EPS and eliminates the potential for overlapping goals betw een the STIP and L TIP. Safety Safety performance for your Company and each business unit is measured b y the OSHA i ncident rate and is a KPI for all of our employees.

Safety is a core value and is tied to our STIP and L TIP because of its importance and potential to impact our employees and other stakeholders, as described below in the section titled "RSU Index Performance Measures." The Safety KPI tracks the number of OSHA reportable incidents in 2015 per 100 employees. Performance at maximum level is established at top-decile performance based on the 2013 EEI Health & Safety Survey. Corporate and Business Un it Safety performance at target is established at the midpoint of the top-quartile perfonnance based on the EEI 2013 Health & Safety Survey a nd the 2014 KPI target. Threshold is the equivalent of the industry average OSHA rate for all EEI companies participating in the s urve y that are relevant to each of our business units. In the event of a fatality (other than certain no-fault fatalities) of an emp l oyee within the business unit of an NEO , neither the NEO nor the CEO will be paid a Safety award for the applicable yea r regardless of the OSHA incident rate. Operational Measures Operat i ona l Linkage is based on the seve n key operating metrics referred to in note (3) in the table above and each component is weighted equally. Peak period base and intermediate load equivalent availab ili ty refers to the amount of supercritical fossil generation that was not available from January through February and May through September versus the amount of time a generation unit was requested to be operating. The nvironrnenta l e c ur s ion s KPT m eas ures fossil and nuclear environmental issues , related to air emissions , water dischar g es, and unauthorized releases.

Other operational KPis include CES Commodity Margin (see note (4) in the table above), FEU/FET Operating earnings (see note (6) in the table above), FEG and FES Operations and Maintenance (see notes (7) and (8) in the table above). To continue to meet reliability standards, the Transmission

& Distribution (later referred to as T&D) Reliability Index was first established in 2010. The T&D Reliability Index includes the average total duration of distribution outage minutes (SAIDI) and average number of tra n smission outages (TOF). The INPO Index measures nuclear performance based on twelve nuclear p e rformance indicators as designated b y INPO. Threshold , target , and maximum levels are established for KPis based on earnings growth aspirations and achieving continuous improvement in operational perfonnance.

STIP awards are not paid if threshold Operating EPS performance is not achieved.

Awards for specific goals are not paid unless threshold performance is 74 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents achieved.

Maximum perfonnance levels are designed to encourage stro ng corporate perfonnance. In 2015, the threshold, target , maximum , and actual KPI results for the NEOs were: Threshold Target Stretch Actual Result Result Financial Operating EPSO l $2.40 $2.55 $2.70 $2.71 Exceeds Stretch Safety/Operat ional Safety 1.48 0.96 0.64 0.83 Meets Target Operational Linkage 3.50 7.00 9.45 7.43 Meets Target CES Commodity Margin (2) $2,016 $2,123 $2 , 229 $2 , 138 Meets Target FEU Safety 1.93 1.35 0.71 I. 13 Meets Target T&D Reliability Index 1.00 2.00 2.70 2.80 Exceeds Stretch FEU/FET Operating Eamings<Jl

$1,000 $1 , 042 $1,085 $1,066 Meets Target ($millions)

FEG Operations and Maintenance

$1 , 052 $1,002 $951 $996 Meets Target FES Operations and Maintenance

$64 $61 $58 $47 Exceeds Stretch INPO Index 84.4 86.9 89.4 88.1 Meets Target Nuclear Safety 0.22 0.18 0.06 0.17 Meets Target Fossil Safety 1.36 0.66 0.52 0.99 Meets Threshold ( 1) Operating EPS is a non-GA AP financial measure. A description of the method of calculating Operating EPS is provided on page 58 above. (2) CES Commodity Margin is a non-GAAP financial measure. A description of the method of calculating CES Commod ity Margin is provided on pag e 73. (3) FEU/FET Operating Earnings is a non-GAAP financial measure. A description of the method of calculating FEU/FET Operating Earnings is provided on pa ge 73 above. In February 2016, based on actual 2015 KPI results, the Committee recommended and the i ndependent members of yo ur Board approved the following 2015 STIP award payouts for the NEOs as presented in the table below: 20'15 STIP Target 2015 STIP Actual Payout as a % of Award Award Target Charles E. Jones $1,265,000

$1,807,812 143% James F. Pearson $57 1 , 500 $793,174 139% Anthony J. Alexan der $572,712 $8 1 8,464 143% Leila L. Vespo li $620,500 $860,125 139% James H. Lash $406,000 $535,434 132% Donald R. Schneider

$374,500 $518,488 138% As discussed previously , based on the 2015 year-end Operating EPS of $2.7 1 , the pool of funds for the STIP payout was approximate ly $170 million. In aggregate, the average payout for the NEOs, excluding Mr. Alexander, was 138 percent of their target awards. The maximum potential payout was 150 percent of target. LTIP As disclo sed previously, your Company redesigned the L TIP in 2015 so that an executive's L TIP opportunity is comprised solely of adjusted RSU awards with 2/3 payable in stock and 1/3 payable in cas h. Both 75 I FirstEner!lv Corp, 2016 Proxy Statement Table of Contents 4 E ucuth't COMper 11cn the stock-based and cash-based RSU awards otherwise maintain the 2014 RSU design and performance measures, with a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year performance cycle. In 2015, under our L TIP, the Committee granted to our NEOs equity-based compensation in the form of performance-adjusted RSU s pursuant to our 2007 Incentive Plan. Future L TIP awards will be granted under the 2015 Incentive Plan. L TIP grants were designed to reward executives for the achievement of Company goals that are linked to increasing long-term shareholder value over a three-year period. The three-year performance cycle also encourages retention because awards are prorated or forfeited if an executive leaves or retires prior to the end of the performance period, as shown in the 2015 Post-Termination Compensat i on and Benefits table later in this proxy statement.

Typically, in February of each year , the Committee reviews and recommends L TIP target opportunity levels for our EOs to your Board, which are based on competitive market data. The L TIP targets are set at or near the Blended Median target opportunity of our peer group. NEOs have the potential to ac hie ve L TIP payouts above the target opportunity for strong corporate performance.

Target opportunities are expressed as a percentage of base sa lary and are determined by competitive benchmarking data , which accounts for the differences among the NEOs and from prior years. Effective with his promotion to President a nd CEO, Mr. Jones was provided a L TIP target increase from 71 percent to 180 percent of base salary , in respect of cash-based RSUs , and 143 percent to 365 percent of base salary, in respect of stock-based RS Us. Based on the Committee's review of the competitive market data and its recommendation, effective with the 2015 grant, your Board increased the L TIP target incentive for Mr. Pearson from 280 percent to 320 percent of base sa lary; Ms. Vespoli from 198 percent to 255 percent of ba se salary; and, Messrs. Lash and Schn e ider from 178 percent to 185 percent of base salary. The increases either aligned or moved the NEO targets toward the Blended Median opportunity of our peer group. No L TIP adjustments were made to Mr. Alexander's target incentive in 2015. As previously disclosed, in lieu of Mr. Alexander's customary LTIP grant for 2015, your Bo ard granted Mr. Alexander a mix of cash-based perfonnance-adjusted RSU (1/3) and stock-based performance-adjusted RSUs (2/3), representing a small fraction (I/18 th) of hi s customary LTIP award, which reflected the time he remained with your Company during the awards' perfonnance period. These awards remain entirely at risk (and subject to upward/downward adjustment or forfeiture) based on the achievement of the performance measures tracked over the applicable year period. When allocating total compensation for the NEOs, the largest proportion of total compensation was allocated to L TIP targets to ensure executive a nd s hareholder interests are aligned by linking payouts to KPis that directly impact long-term sha reholder value. Also, as described below , the L TIP is designed to encourage sustained performance levels. Additionally, because performance shares and RSUs are denominated in sha res of our co mmon st oc k , th e ir v a lu e r e fl ec t s c h a n g in our sto k pri , Furth r a ligning our NEOs' interests with the long-term interests of shareholders.

To emphasize stock ownership, 2/3 of the annual L TIP awards are granted in the form of performance-adjusted RS Us payable in stock. 76 FirstEner!:lv Corp. 2016 Proxy Statement Table of Co nt ents 4 E ll!CUth*f CcMper :lien RSU Index Performance Measures The RSU Index in our 2015 L TIP awards is comprised of the following three perfonnance measures , weighted in equal thirds under the 2015 L TIP awards: Performance

-A d j us t ed RS U P erformance Measures S afety Cap i ta l Effect i ven e ss Index FFO to Adjusted Debt I n dex These performance measures support continued financial impro vement throughout your Company and create goals for a ll executives to enhance the Company-wide focus on the balance sheet and increasin g shareholder va lu e. An nual review of a ll compensation pl ans and programs w ill continue to ensure that your Company's compensatio n programs are in alignment with market practice and in the best interest of our shareholders.

77 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents The following table highlight s the perfonnance measures within the RSU Index and the link between pay and performance for 2015 L TIP awards: RSU Index Performance Measures Funds from Operations Safety (FFO) to Adjusted Debt Capital Effectiveness lndex(2) lndex(ll What does it measure? This metric reflects your This metric centers on generating This metric measures the financial Company's overall safety cash flow during the performance effectiveness of our investment in performance.

It measures the period and debt management , operational assets. It is a ratio of OSHA incident rate per I 00 measuring the annual cash flow Adjusted EBITDA over Net Plant in employees.

generated by the business Service, less nuclear fuel , plus compared to its outstanding debt. Construction Work in Progress (later referred to as CWIP). Why is it important?

This operational metric is the This financial metric focuses your This financial metric motivates number one priority of your Company on improving our cash executives throughout your Company Company. Each day , the main position and balance sheet. This to focus on whether our assets are objective at your Company is measure increases our executives' generating an appropriate return. ensuring that employees go awareness of our financial position Because our industry is not only home safe l y. The performance and improves the balance of capital intensive but highly regulated , levels for this objective are set spending with cash flow. capital effectiveness is critical, above the industry average, as particularly as we continue our we are constantly striving to be strategy ofrepositioning our asset mix a top safety performer in our and focusing on our regulated industry. Our stretch goal is transmission and regulated based on the top decile as distribution operations.

compared to EEi companies. How d oes it impact We be l ieve that the operational This metric is a measure of the Adjusted EBITDA, which is used to shareho ld e r s? success of your Company creditworthiness of your derive this metric, has been a focus of directly affects financial Company, which is a focus of our l arge s h areholders during recent s u ccess. Thi s m e tri c d e t e rmin es rat i n g age n cies. Al s o , t h e cas h e nga ge m e nt s. By c r ea ting a dir ec t lin e I /3 of the L TIP payout for our flows of your Company and the of sight for executives to balance the executives. By using Safety as a current debt levels have been an val u e of our investments with the perfonnance metric in both the area of focus by our large earnings they produce, we are better STIP and LTIP, we are fostering investors during recent outreach able to create value for shareholders.

a culture of safety throughout efforts. As we strive to create The b etter our assets function, the your Company. Although not value for our shareholders, this more va l ue they provide. As we strive impacting the result of this KPI , metric determines 1/3 of the L TIP to create value for our shareholders, safe operation also goes payout for executives, creating a this metric determines 1/3 of the LTIP beyond our employees and direct link between executive pay payout for executives, creating direct affects our customers.

and shareholder value. correlation between executive pay and shareholder value. 78 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents 4 Cor'!per lcn (I) The FFO to Adjusted Debt Index is a non-GA AP fin a ncial me as ur e. A description of the method of calculatin g FFO to Adjusted D eb t Ind e x is provided on p age 82. (2) The Ca pit a l Effec tiv e n ess Inde x i s a n o n-GAA P financial m eas ur e. A de sc ripti on of th e method of ca lcul at in g the Capital Effec ti ve n ess Inde x i s pr ov id e d o n page 8 1. Performance Shares Although performance shares were no longer a component of our L TIP grants i n 2015 for the 2015-2017 cycle , they were a component of our L TIP in 2013 for the 2013-2015 cycle. Perfonnance shares provided the NEOs and our other executives with the opportunity to receive awards based on our TSR over a three-year period relative to the TSRs of the companies in the EEI Index , which measures TSR for approximately 50 public e le ctric utility companies.

The EEi Index represents a larger group of energy companies than the utility peer group we use for benchmarking total compensation , allowing us to compare our performance to the performance of the broader industry.

TSR is the total return of one share of common stock to an investor (share appreciation plus dividends) and assumes that an investment is made at the beginning of the three-year period and all dividends are reinvested throughout the entire three-year period. TSR was used to encourage the NEOs to develop and implement business strategies that will allow our TSR to outperfonn that of the broader energy industry over time and to reward executives when TSR goals are achieved.

2013-2015 Cycle In 2011, we modified the performance share program to provide an additional opportunity to achieve a payout in the event our perfonnance falls below the 25th percentile , which we maintained as part of the 2013-2015 cycle. If your Company's three-year Operating EPS actual perfonnance result met or exceeded the average of the three-year target level set for Operating EPS, participants would receive the minimum payout of 25 percent of target shares granted. This additional opportunity provides executives the ability to achieve a minimal payout to reflect achievement of operational performance while unique regional market conditions may hinder stock price performance relative to the peer companies in the EEI Index. Based on feedback from our shareholder outreach efforts , this is the last cycle of performance shares that the average Operating EPS target levels over the three-year period can provide a 25 percent payout. Perfonnance shares for the 2013-2015 perfonnance cycle were granted in 2013. For that performance cycle, our TSR relative to the TSR of the EEi Index companies ranked below the 25th percentile (i.e., the threshold goa l). However , as illustrated below, the average Operating EPS result over th e thr ee-y ear p e riod excee d e d th e av e rage Operating EPS target l eve l s over the three-year period; therefore, participants, including NEOs received 25 percent of target shares with respect to perfonnance shares for the 2013-2015 cycle. The NEOs received approximately the following number of performance shares, paid in cash, in early 2016: Mr. Jones: 2 , 965 shares; Mr. Pearson: 2,054 shares; Mr. Alexander:

13 ,7 12 shares; Ms. Vespoli: 3,099 shares; Mr. Lash: 2,259 shares; and , Mr. Schneider:

2, 136 shares. Performance-Adjusted RS Us Performance-adjusted RSUs , which were also a component of our L TIP in 2013 , are designed to focus participants on key financial and operational measures that drive our success and further align executive compensation with company and shareholder interests. Outstanding Awar d Cycles (2014-2016 and 2015-2017)

Beginning with the 2014 grants of performance-adjusted RS Us , the KPis were modified to replace Operating EPS and Operational Linkage with Capital Effectiveness Index -a non-GAAP measure of the financial 79 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 Execu th't COf"'lper

!Ion effectiveness of our in vestment in operational assets and FFO to Adjusted Debt Index -a non-GAAP measure of our ability to generate cash flow during the year and manage debt; see the section above titled " RSU Index Perfonnance Measures" for more infonnation regarding these KPis. This change eliminated the overlap between two of the three KPis in the STIP and L TIP. Safety was retained as a KPI for performance-adjusted RS Us , as your Board and management, w ith the support of shareholders, strongly believe it shou ld be a factor in both incentive compensation programs.

These key metrics are ind ependent and equally weighted in thirds. Also , as a result of outreach to our top shareholders in 2013 and 2014, beginning with the 2014 grant the 50 percent minimum RSU payout was eliminated and the RSUs were completely at-risk. Payouts range from zero to 200 percent of units granted, interpolated based on the actual achievement.

Threshold performance is set at the 40th percentile and must be ac hi eved for the three year performance period for any payment of RS Us. Target performance is set at the 50th percentile and must be achieved for I 00-percent payout of units granted , and a payout at 150 percent of units granted is awarded for achievement of60th percentile performance. Maximum payout ofRSUs at 200 percent of units granted i s awarded if 90th percentile perfonnance i s achieved during the perfonnance period. All of these design changes have been maintained in our 2015 L TIP program. Fiscal 2015 RSU Index Score (Three Year Goals) Percentile Total Points Payout 90th 12.15 200% 50th 6.75 100% 40th 5.40 50% Below 40*h 0.00 0% A point system has been implemented to allow for e qual weighting of the three LTIP KPI goals. For each award cycle, th e KPis are scored by points awarded for attaining a specified level of perfonnance in each of the three components based on ann ual performance over a three-year period. Each KPI has independ e nt goals estab li shed each year for threshold, target, and stretch. Eac h component is scored annua ll y over a year period for a total of nine independent values. The independent goals for each KPI are set based on w hat your Company reports to t h e financial community and the continuous improvement year over year is emphasized.

The FE consolidated independent goals for each KPI in 2015 represented an improvement over the 2014 independent goals. For example, the Capital Effectiveness Index 2014 Target was 11.70% and the FFO/ Adjusted Debt Index 2014 Target was 12. 90%. 80 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 C or.'l per:..:: io n 2015 Actual 2015 2015 2015 Potential Metric 2015 Threshold Targot Strotch Points Results Resu lts Points F Co111o l ida1 *d 11.7 1 u" I J. 'I "* 12.25° ()to 1.50 1 1.9 4°" Above T hre,,hold O.Y3 Compe t iti\ Ene1g) Sen ICC S (CESJ 7.84'!-o M.12°1 0 (0 1.5() .2 6°u 'tre tc h 1.50 f E ( FEL) I 90"* I '1.1 <) '. 0 lo 1.50 l."-1\5" 1 , Ab(>\ c Thrc,.hnl d O * .<.<.. F Transmi1,;

ion (F 11.41"1. 11. 3 o/u 11.8 4% 0 (0 l.50 11.92% 'trctch uo Tut3 l 0 to 6.00 4.48 .F F O I l>cbt I ndc\ 2 F Co n*o li dat d I J.88% 14.3 "' '" 14.89% 0 to 1.50 1.1.35*y., Above C.97 CES' 22 23 ,,9 l}., 24.59 o to 1._u 22 I 0°o Blow 0 00 F u4 16.28% 16. 9 1!t1 I .50% 010 LSO 1 7.8 8 11 11 1.50 r n; I i l .42° IQ,01°-' 0 (O l. 0 J7 " "' *u Abo\'c 1 hrc:,hold 0 J Tota l 0 to 6.00 2.98 2015 Results (RSU 2015 2015 2()15 Potential 2015 Index Threshold Target Stretch Score Points Score) .a pi tal l ntl c>. 2.00 4.00 6.00 Otol.O 4.4 1.1 2 J°F U/Adjus t ed D ebt I n d e 2.00 4.00 6.00 Oto 1.50 0.75 Sa f e *0 1.4 8 0.96 0.64 0 w I.SO CL83 1.2 0 ll 't, I ndex Score Tota l (20 1 5) 0 [O 4.50 J.U7 ( 1) T he Ca pital E ffectiveness Index is a non-G AAP financial measure. T he Ca pital Effectiveness Index is a ratio of Adjusted EBITDA over Net Plant in Service less nuclear fuel plus CWIP. Adjusted EBITDA is also a non-GAAP financia l measure and consists of Operating earnings before interest , investment income, taxe s, depreciation and amortization.

For purpose s of calculating the Capital Effectiveness Index: (i) any year-end adjustments to capital from pension/other post-employment benefits mark-to-market and any reclassifications of items from Property, Plant and Equipment to the balance sheet are excluded from Net Plant in Service; and (ii) excluded from Operating earnings is the summation of all major storm costs over $105 million. Operating earnings is also a non* GAAP financial measure and is calculated using GAAP earnings per share and adjusting for the per share impact of certain items , which for 2015 included mark-to-market adjustments , regulatory charges , trust securities impairment, the impact of non-core asset sales/impairments, merger accounting

-commodity contracts, and plant deactivation costs. FEU, FET and CES refer to your Company's Regulated Distribution , Regulated Transmission and Competitive Energy Services reportable segments, respectively.

81 Corp. 2016 Proxy Statement Table of Contents (2) The FFO/Adjusted Debt Inde x is a non-GAAP financial measure. FFO is also a non-GAAP financial measure and consists of net income adjus t ed for depreciation and amortization , investment impairment , p ension and OPEB mark-to-market adjustment , deferred taxes, asset removal costs charged to income , and certain other non-cash it ems. Adjusted Debt is a l so a non-GAAP financial me asure and consists of sho rt-term borrowing s (net of pension contribution), long-term debt (excluding secur iti zed debt), and operating l ease ob li gations. (3) The term "CE S" refers collectively to FirstEnergy Solutions Corp. (l ater referred to as " FES"), Allegheny Energy Supply Company , LLC (later referred t o as " AE Supply"), FirstEnergy Nuclear Ope r at in g Com p any , Bay Shore Power Company, Warrenton River Terminal , Ltd., Allegheny Pittsburgh Coa l Company , Green Valley Hydro , LLC , GPU Nuc l ear , Inc., w it h respect to FFO; and i t refers collective l y to FES and AE Supply , with respect to Adjusted Debt. (4) The term " FEU" refers co ll ective l y to The Cleveland E l ectr ic Illumin at in g Com p any, Jersey Centra l Power & Light Co mpan y, Metropolitan Ed i son Com pan y, Monongahela Power Company, Ohio Edison Com p any , The Potomac E di son Com p any, Penn sy lvania Power Co mpan y, Pennsylvania E l ectr i c Co mp a n y , The Toledo Edison Company , and West Penn Power Company. (5) The term " FET" refers c o ll ective l y to FirstEnergy T ra nsmission , LLC, a nd its s ub s idiarie s , American Transmission Systems , Incorporat e d , Potomac-Appalachian Tr ans mi ssion Highline , LLC , and Trans-Allegheny Inter s t ate Line Company. (6) Performance as mea s ured b y the OSHA Incident R a te. In 2014, our combined perfonn a nce for the three metrics was above threshold , earning a RSU Index Score of 1.7 4. In 2015, with continued emphasis on our key metrics and ensuring we achieve our commitments to our shareholders , we achieved an overall result at approximately target perfonnance for the year, earning a RSU Index Score of3.07. Additionally, in both 2014 and 2015 , our S afety results reflect the dedication of your Company to e n s uring that our operations a re completed in manner which plac es safe ty for our employees and our customers first. For the FFO to Adjusted Debt Index , our impro ve d performance in 2015 recognizes our continued focus on improvement of our balance sheet and the focus on reducing our cash expenditures.

In 2014 , the Capital Effective Index result recognized that our assets need to provide a greater return; as this was an area of enhanced focus across our company in 2015 , our results improved and a r e reflected in our Operating EPS. Given that the results are cumulative over each three-year cycle , to date , neither the 2014-2016 cycle nor the 2015-2017 cycle of the performanceadjusted RSUs have ac hieved the threshold performance needed for a payout based upon the results of our three measures. The total points to date in the 2014-2016 cycle are currently

4. 81 points and the total point s to date in the 2015-201 7 cycle are 3 .07 point s. Based on our performance to date , it is impossible for either cyc l e to earn the maximum payout of 200 percent , even with exceptional performance in 2016. This emphasizes that while we ha ve made improvements , we will continue to focus on these important measures to ensure we are meeting our expectations and the expectations of our shareholders.

2013-2015 Cycle The K.Pls for the 2013-2015 cycle , were Operating EPS, Safety, and Operational Linkage. These ke y metrics , which focused on sustainability of perfonnance measures, were independent and equally weighted.

For the 2013-2015 cycle, the potential number of shares issued at payout ranged from a minimum of 50 percent to a maximum of 150 percent of the units granted. The minimum payout amount served as a retention tool and provided another means of achieving compensation for our executives at or near the Blended Median. IfFirstEnergy

's average annual performance met or excee ded the t a rget on a ll thr ee measures , 50 perc e nt more s har es would be awarded at the end of the three-year performance cyc le. If FirstEnergy

's average annual performance were below target on all three measures , 50 percent fewer shares would be awarded at the end of the three-year performance cycle. IfFirstEnergy

's average annual perfonnance met or exceeded the target on one or more of the measures but fell short of the target on one or more of the others, then the number of shares originally granted would be awarded at the end of the three-year performance cycle. 82 Corp. 2016 Proxy Statement Tabl e of C ont e nt s 4 E xec:uth'it' COMper 1icn Th e t a r ge t a nd ac tual re s ult s for th e 2013-2015 p e r fo nnanc e-a dju s t e d RSU cycle were: 2 013 2 014 2015 A verag e Tar ge t Resu l t T arget Resu l t T arget Re s ult Targe t Op e r a t i n g E PS (l) $ 3.00 $3.03 (3) $ 2.6 5 $ 2.56 $ 2.55 $ 2.7 1 $ 2.73 S a f ety(2) 0.99 0.9 7 0.96 0.97 0.9 6 0.83 0.9 7 Operation a l Link a ge 6.00 8.05 6.00 6.69 7.00 7.4 3 6.3 3 (I) Ope r at in g E PS is a n o n-GAAP financ i al m eas u re. A d esc ription of t h e me t ho d of c a l c ul a ting O p e r a ti ng E P S i s p rovided on p age 58. (2) In co n t r ast to t he ot h er KP!s , w i th r es p ect t o Safe t y , t he l owe r th e r es ult , th e b e tt e r th e pe r fo rm a n ce. (3) R e fl ects Opera t ing E P S of $3.04 as an n o un ce d on F e bru a ry 25 , 2 014 l ess th e $0.01 r e du c ti o n fo r KPI purp oses. Resu l t $ 2.77 0.9 2 7.39 Res u l t Ab ove T a r ge t Abo ve T a r ge t Above T a rget For the three-year cycle s tarting in 2013, your Company achieved above target-level p e rformance on all three of the measures as set forth in the table above. Since the average of the actual perfonnance exceeded the average target perfonnance on all three measures, the initial grants made in 2013 plu s all di v idend equi v alent units accrued were paid at 150 per c ent of units granted. In March 2016 , the performance-adjusted RS Us granted in 2013 were paid in shares o f our common stock as follows: Mr. Jone s: 36,311 shares; Mr. Pear s on: 2 5 , 1 8 1 shares; Mr. Alexander: 157 , 682 shares; Ms. Vespoli: 38 , 555 share s; Mr. Lash: 27 , 698 shares; and Mr. Schneider: 26 , 188 shares. Any fractional shares were paid in cash. The Committee ma y not adju s t awards up w ard. The Committee retains the discretion to adjust awards downward , eith e r on a formula or discretionary ba s is or a combin a tion of the two , as the Committ e e determine s. Tim i ng of L TIP Grants L TIP grant s are typically a ppro v ed at th e regularly scheduled February Committe e and Board meeting s after target levels are evaluated and determined considering the competitive data and prior-year Company perfonnance.

Our historic performance shares had a January I effective date. We averaged high and low stock prices over the full month of December in computing grants and awards of performance shares in an attempt to minimiz e stock price volatility that might otherwise distort grant or payout amounts if we looked only at a single computation date, such as , for example, the grant date or the last or first trading day of a re l evant year or month. As disclosed above , 2014 is the last year that your Company granted perfonnance shares. The grant date for performance-adjusted RSUs for both the stock-based and cash-based awards is typically on or about March I. We use the average of the high and low prices of our common stock as of the date of grant for awarding the performance-adjusted RSU s. Any equity grant s aw a rd e d in proximity to an earnings announcement or other market e v ent are coin c idental. The Grants of Plan-Based Award s table provides the amount of perfonnance

-adjusted RS Us granted to each NEO in 2015 based on the percentage of base salary provided earlier in the CD&A. Additional details regarding the 2015-2017 L TIP grant s are provided in the narrative following the Grants of Plan-Based Awards table. Retir e ment Benefits We offer retirement benefit s to all of our NEO s through our qualified and nonqualified supplemental plans under the FirstEnergy Corp. Pension Plan and the EDCP , respectively. The qualified plan benefit has historically been based on earnings , length of service , and age at retirement and is considered a defined benefit plan under the Internal Revenue Code (later referred to as IRC). The qualified plan is subject to applicable federal and p l an limits. The nonqualified supplemental plan has simi l arities to the qualified plan , but is designed to provide a comparable b enefit to executives without the restriction of federal and plan limit s and as a method to pro v ide a competitive retirement benefit. In 2015 , we adopted amendments to the EDCP to include RSU deferrals and streamline the administration. 83 F i rstEneri:iv Corp. 2 016 Pro xy Statement Table of Contents 4 Eucuth*t-Camper. .Jeri In 2013 , a cash-ba lanc e pension formula under the FirstEnergy Corp. Pension Plan was approved for all newly hired employees as of January 1 , 2014. Under this plan , an eligible employee receives credits to their retirement accounts based on employee compensation, age and years of service. The cash-balance plan design aligns your Company's retirement benefit s with current market practices and mitigates your Company's risk associated with funding future annuity payments.

In conjunction with the new cash-b alance plan design and consistent with industry practice, your Company adopted a new nonqualified supplemental plan , which will provide a comparable benefit to eligible executives hired after January 1 , 2014, but without the restriction of federal and plan limits that apply under the qualified pension plan. Additionally, Mr. Alexander, Mr. Jones , and Ms. Vespoli particip ate in the SERP. Messrs. Pearson , Lash, and Schneider are not participants in the SERP. Historically, participation in the SERP was provided to certain key executives as part of the integrated compensation program intended to attract , motivate , and retain top executives who are in po sitions to make significant contributions to our operations and profitability for the benefit of our customers and shareholders.

Given Mr. Alexander's age and length of service with your Company, the SERP provided no additional retirement benefits.

In January 2014, the SERP was fonnally closed to new entrants in order to align our exec utive retirement benefits with current mark et practices.

Retirement benefits for the NEOs are further discus sed in the narrative section following the Pension Benefits table later in this proxy statement.

EDCP Executives, including the NEOs, may elect to defer a portion of their compensation into the EDCP. Executives may defer from one percent to 50 percent of base salary , and one percent to 100 percent of both STIP and L TIP into the EDCP. Deferrals may be made to the EDCP retirement account or stock account. The EDCP offers executives the opportunity to accumulate assets, both cash and Company common stock, on a favored basis. The EDCP is part of an integrated executive compensation program to attract, retain , and motivate key executives who are in positions to make significant contri bution s to our operations and our profitability. Interest earnings on deferrals into the deferred compensation cash accounts of executives are provided as an incentive for executives to defer base salary and short-term incentiv e awards. The interest rate in 2015 was 7.54 percent for amounts deferred prior to 2013, and 5.54 percent for amounts deferred in 2013 and later. This difference in interest rate reflected the change in 2013 from Moody's Corporate Long-Tenn Bond Yield Index rate plus three percentage points , to Moody's Corporate Long-Tenn Bond Yield Index rate plus one percentage point. The interest rate is 5.27 percent for amounts deferred in 2016. Any above-market interest earnings are included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT. The EDCP is discu ssed in more detail in the narrative sect ion following the Nonqualified Deferred Compensation table l ater in this proxy statement.

Personal Benefits and Perquisites In 2015, our NEOs were able to use the corporate aircraft for limited personal use as described below. Effective with his promotion to CEO , at Mr. Jones' request and with Board concurrence, Mr. Jones is authorized to use either a commercial carrier or our corporate aircraft for any business o r pe r ona l tr ave l at his discretion. With CEO approva l , other executives including the NEOs, may from t i me to time , use our corporate aircraft for per sona l travel which may include spousal travel. We have a written policy that sets forth guidelines regarding the personal use of the corporate aircraft b y executive officers and other employees.

Additionally , in 2013, the Committee eliminated Company paid-financial planning and tax preparation services for all NEOs, other than Mr. Alexander until his service concluded on April 30, 2015. The Company also eliminated additional accrual and payout of vacation in 2009, a lthough some of our NEOs do ha ve banked and frozen vacation that will be paid upon termination of employment, if applicable.

The Committee monitors all perquisites in the annua l tally sheets. 84 Corp. 2016 Proxy Statement Table of C ontents The C ommittee believes these perquisites a re re a sonable , competiti v e , and consistent with our overall compensation philosophy. Cl awback Policy In 2014 , in re s ponse to feedback recei v ed dur i ng our s hareholder outreach program, a clawback polic y was approved by the Committee that c ov er s a ll c urrent or former employees w h o are d e emed to be " insid e r s" for purpo ses o f Section 16 of the Exchange Act in the event your Compan y i s r e quir e d to file a financial restatement due to m a terial noncompl i ance , reg a rdle ss of misconduct.

Thi s policy allows for recoupment of all ba s ed comp e nsation granted or earned after January I , 2014 , a nd grant s authority to your Board and/or Committee to seek repayment from executive s, reduce the amount otherwise payable under another Comp a ny benefit plan as allowed by law, withhold future incentive compensation , or a combin a tion of these action s. Sha re O w nership Guideline s and Prohibitions on Hedging and Pl e dg i ng Shares We believe it is critical that the interests of executives and shareholders are clearly aligned. Therefore, the Committee has adopted share ownership guidelines that are intended to promote meaningful stock ownership by our e xecutives , including our NEOs. These guidelines specify the value of Company shares that our executives must accumulate within five years of becoming an executive officer of your Company. Each NEO is required to retain all Company shares earned under equity grants or purchased or accumulated until the NEO meets his or her share ownership guidelines. Share owner s hip level s are calculated quarterly. The specific share ownership guidelines are based on a multiple of an executive officer's ba s e s alary , with the higher multiples applicable to the executive s having the highe s t levels of responsibility.

The Committee did not make any changes to the share ownership guidelines in 2015. However , Mr. Lash's multiple changed from three times base sal a ry to four times base salary in connection with his promotion to Executive Vice President.

The share ownership multiples for the other NEOs in 2015 were as follows: Mr. Jones: six times base salary; Mr. Pearson: four times base salary; Mr. Alexander: six times base salary; Ms. Vespoli: four times base salary; and Mr. Schneider: three times base salary. Additionally, to be consistent with an entirely performance

-based L TIP design, the Committee approved excluding unvested performance-adjusted RSUs in 2014 as eligible shares for executives to meet their share ownership requirements. For 2015 , the following directly and indirectly held shares were included in determining whether a NEO met his/her ownership guidelines:

• Shares directly or jointly owned in certificate form or in a stock inve s tment plan, including unvested restricted stock,

• Shares owned through the FirstEnergy Corp. Savings Plan,

• Shares held in brokerage accounts , and

• Units held in the EDCP. As of December 31 , 2015 , Messrs. Pearson , Lash and Schneider have met their share ownership requirements.

Mr. Jones has not met his share ownership requirements based on his increased requirements as CEO. Mr. Jones has until January 1 , 2020 to meet his share ownership requirement.

Although Ms. Vespoli has not met her share ownership requirements as of December 31 , 2015 due to the elimination of unvested performanceadjusted RSUs as eligible shares and the recent fluctuation in Company stock price, she has met her share ownership requirements with the March 1 , 2016 vesting of the performance-based restricted stock unit award. Although the Committee established share ownership guidelines for executives, such equity ownership typically does not 85 Corp. 2016 Pro x y Stateme n t Tab l e of Contents imp act the estab li s hm ent of compensation l eve l s. The Committee does review previously granted awar d s, b oth vested a nd unvested , that a r e still outstanding on a regular basis. In addition , the Insider Trading Policy prohibits our directors and executive officers from pledging shares a nd hedging their economic exposure arising from their ownership of our common stock. Se v e r ance Benefits upon an Involuntary Separation Con s istent with competitive p ractice , in the event of an involuntary s eparation, the CEO's and Execut i ve Cha inn an's severance benefits , if any , would be determined by the Committee, in its discretion , and approved by your B oa rd. Ho wever, und er the t erms of his concluded service , Mr. Alexander did n ot receive any payments under the FirstEnergy Corp. Executive Severance B enefits Plan (later referred to as the Severance Plan). The ot h e r NEOs are covere d in the even t of an involuntary separa ti on under th e Severance Pl a n w h e n bu s in ess conditions require the c l osing of a faci li ty, corporate restructuring , a reduction in workforce, or job e limination. Benefit s under the Severance Pl a n are a l so offered i f an executive rej ec ts a job ass i g nm ent that wou ld re s ult in a material reduction in current base sa lary , wo uld require the exe cuti ve to m ake a material relocation from his or her current residence for r easons related to the new job, or wou ld res ult in a material change in the executi ve's d a il y commute from the executive's current re s idence to a new reportin g lo cat ion. A n y re ass i g nment which re s ult s in the distance from the exec uti ve's current residence to hi s or h er n ew reporting loc at i on b eing at l east 50 miles far th er than the distance fr om the execu ti ve's c urrent re side n ce to hi s or her p revio u s reporting loc a tion is considered material.

The Se verance Pl an provides three weeks' b ase p ay for eac h full year of service wi th a minimum b e n e fit of 52 weeks of b ase salary and a m ax imum benefit of 104 weeks of ba se salary. Additionally, executives who elect continu a tion of he a lth care for the severa n ce period wi ll b e provided this b enefit at active emp l oyee rates. Executives must p ay taxes on a n y continuation of health care va lu e in excess of what em plo yees wit h the same level of service would receive u nder the FirstEnergy E mpl oyee Severance Ben efits Pl a n. CIC Severance Plan Th e current NEOs, other than Mr. Jone s as discu sse d below , are provided b e n efits under the Existing CIC Plan. The current tenn of th e Ex i s tin g CIC Plan will ex pire December 31, 2016. On September 15 , 2015 , the Co mmitte e recommended and the Board adopted the New CIC Plan. Generally, eligible executives will include the curr e nt NEOs, other than Mr. Jones, who wa ived his right to participation in the Existing CIC Plan and any simi l a r s ucce sso r plan , such as the New C I C Pl a n. It was Mr. Jones' pr efe ren ce to be removed as a parti c ip a nt in th e Existing CIC Plan a nd a n y future CIC plans. Your Company maintain s a non-competition , non-so licitation and non-disclosure agreement for Mr. Jone s in the event of a termin a tion of his employment following a CIC that i s parallel to the pro v ision s in the Existing CIC Plan. CIC severa nc e benefit s are pro vi d e d to ensure th a t certain execu ti ves are free from per so nal di strac tion s in the context of a potenti a l c h a n ge in corporate control when your Boa r d n ee d s the o bj ec tive assessm e nt a nd advice of thes e exooutivo s to dotormino whether a potential bu s ine ss combination i s in our best interests and those of our shareholders.

The Existing CIC Plan pro v ides t he payment of severance benefits if the individual's e mployment with u s or our su b s idiarie s was terminated under specified circumstances within two years after a CIC of your Company (co mmonly referred to as a doubl e trigger). In addition , your Co mpany does not provide any excise tax gross-ups on CIC benefits.

Under the 2007 Incentive Plan and 2015 Incentive Plan, it is our practice to require a qualifying tennination following a CIC prior to the ves tin g of L TIP awards, assuming the awards are replaced by the successor company. C ircumstances defining a CIC are explained in the Potential Po stE mployment Payments section later in this prox y statement.

A detailed represent a tion of th e termination benefit pro ided under a CIC sce n a rio as of De cem b e r 31 , 2015, is pro v ided in th e Po s t-Te rmination Compensation and B e nefits t a ble later in this proxy statement.

86 I FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents 4 Ext!e;ut1.'t Typically, your Board re v iews the tenns of the CIC severance benefits in the fourth quarter of each year and v otes to extend or not extend the CIC severance benefits for an add it ional year. In December 2014, your Board conducted its annual review of the Existing CIC Plan and extended the Existing CIC Plan through December 31 , 2016 with revisions effective January 1 , 2016. These revisions further align our Existing CIC Plan with market practice and are as follows:

• Revised the restrictions on the disclosure of confi d ential information and trade secrets by p artici p a nt s to provide that they will continue ind efinite ly;

• Elimi nated a diminution of a participant

's budget as a "Good Reason" event;

• Elim inat ed a diminution of a supervisor's authority as a "Good Reason" event, while revising the "Good Reason" event relating to a diminution of the participant

's authority to i nclude a diminution in t he participant's reporting relationship;

• Re v ised certain administrative pro v ision s to: (i) allow the Committee to amend the CIC Severance Plan mid-term w ithout a fifty-one per ce nt (51 %) participant consent unless the c h ange wo uld materially a nd adversely affect the p a rticip ants' rights und er the CIC Severance Pl a n; an d (ii) allow the Board to conduct its annual review of the CIC Severance Plan a t any time durin g the year rather than only in the fourth quarter at a regular meeting;

• Limited co ntinued health insurance coverage to two years; and

• Eliminated life insurance benefit e nhancements and s ubsidized retiree health co vera ge. As noted above, in September 2015 , th e Committee re co mmend ed a nd the Board determined not to extend the Existing CIC Pl a n and to adopt the New C I C Plan to b e tter align all participant s with market practices.

The i nitial tenn of the New CIC Plan will commence on January 1, 2017 and expire on December 31 , 2018. The New CIC Plan will remain subject to annu a l review by the Committee and Board , at which time th e Bo ar d will determine whether to renew the tenn for an additional year or to affinnatively vote not to extend the term. Some benefits are different from the Existing CIC Plan. The key changes in benefits include:

• The elimination of a two-tiered system with different levels of benefits for different participants, including a 2.99 times multiplier for tier I participants , which exists under the Existing CIC Plan. Under the New CIC Plan , all participants will be eligible for the same level of benefits , including the 2.00 multiplier (see the Po s t-Termination Compensation and Benefits table later in this proxy statement);

• The elimination o f addit i onal years of age and service credits under the EDCP and SERP;

• The elimination oflegal fees and expenses over five years upon a qualifying termination following a CIC; and,

• The addition of outplacement serv ices for a one-year period, capped at $30,000. Impact of T ax Requirements on Compensation The Committee is responsible for addressing p ay issues associated with Section l 62(m) of the IRC which limits the tax deduction to $1 million for certain compensation paid to the NEOs (other than the CFO). The Committee and your Board attempt to qualify executive compensation as tax deductible to the fullest extent feasible and where we believe it i s in our best interest and the best interest of our shareholders.

However, we do not permit this ta x provision to distort the effective development and execution of our compensation program. Thus , the Committee is permitted to and will continue to exercise discretion in those instance s where sa tisfaction of tax law requirements for obtaining the deduction is not in the best interest of your Company. In addition, because of the uncertainties associated with the application and interpretation of Section l 62(m) and the regulations issued thereunder , there can be no assurance that compensation intended to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible. 87 Corp. 2016 Proxy Statement Table of Contents Risk Assessment of Compensation Programs Management conducted an assessment of the risks associated with our compensation policies, practices , and programs for employees, paying particularly close attention to those programs that allow for variable payouts where an employee may potentially be able to influence payout factors in those programs.

The Committee reviewed management's assessment and concurred with its conclusions.

Based on this assessment, the Committee concluded that the risks associated with our compensation policies and practices are unlikely to have a material adverse effect on your Company. The Committee and management designed our compensation programs to incent employees while carefully considering our shareholders' concerns and supporting our pay-for-performance compensation philosophy which aligns our executives' interests with the long-term interests of our shareholders without encouraging excessive risk taking. In this regard, our compensation structure contains various features intended to mitigate excessive risk taking. These features include, among others:

• The mix of compensation among base salary, and short-and long-tenn incentive programs is not overly weighted toward short-term incent i ves, and thus, does not encourage excessive risk taking;

• Our annual incentive compensation is based on multiple, diversified performance metrics, including financial, safety/operational, and business unit measures that are consistent with our long-term goals;

• Our long-term incentive compensation in 2015 consisted of performance-adjusted RSUs which include components that are paid based on results over a multi-year performance period and vest over a three-year period, thus emphasizing the achievement of performance over a longer time horizon;

• The Comm i ttee oversees our compensation policies and practices and is responsible for reviewing, approving and/or recommending for approval by your Board, where necessary, executive compensation, including annual incentive compensation plans applicable to senior management employees and other compensation p l ans, as appropriate; and

• Certain of our executives are required to own a specified level of shares in order to comply with share ownership guide l ines, encouraging a long-term focus on enhancing shareholder value. Additionally, our Chief Risk Officer participated in the discussion with senior management regarding the establishment of goals and their weightings and measurements for our short-and long-term incentive compensation programs and the 2015 performance results. The Chief Risk Officer provided his view to the Committee that:

• The measurement of 2015 performance results were conducted in accordance with prescribed methodologies and preclude any beneficiary from controlling the calculation;

• Proposed goals would not create inappropriate incentives or inadvertently encourage willingness to embrace risk exposures other than those we encounter in the normal course of our business;

• By avoiding individually based goa l s or goals applicable only to a small group of employees, the risk of encouraging inappropriate behavior is greatly mitigated; and

• There are adequate contro l s in place so that the beneficiary of any incentive payout cannot unilaterally control the measurement methodology.

For additional information regarding your Company's risk management process and your Board's role in risk oversight, see the related discussion in the "Corporate Governance and Board of Directors Infonnation" section of this proxy statement.

88 I FirstEner11v Corp. 2016 Proxy Statement Table of Contents 4 El etuto*e Cor.'lper:

Compensation Tables Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31 , 2015 , 2014 , and 2013. Ch a n ge in Pension Valu e and Nonqualificd Non-Eq u ity Deferred Stock Incentive Plan Compensation All Other Sa l ary Awards Compensation Earnings Compensation Name and Principal Position Year (S) (S)!I) (S!(2! (S!P! (S)!4! Total (S! Charles E. Jones 2015 $1 , 118 , 558 $5 , 995 , 031 $ 1,807 ,8 12 $ 1 , 076 , 244 $ 26,474 $10,024,119 President

& CEO 2014 $ 607,212 $1 , 284 , 028 $ 344,700 $ 2 , 549 , 362 $ 5,767 $ 4 , 791 ,069 2013 $ 600 , 000 $1 , 284 , 036 $ 449 , 309 $ 3 , 995 $ 6,918 $ 2,344,258 James F. Pearson 2015 $ 636 , 154 $3,060,719

$ 793 , 174 $ 1 , 070 , 707 $ 9 , 158 $ 5 , 569 , 912 EVP & CFO 2014 $ 507,212 $1,400,022

$ 361 , 356 $ 1 , 995 , 585 $ 5,791 $ 4 , 269 , 966 2013 $ 494 , 172 $ 890 , 033 $ 436 , 754 $ 272 , 846 $ 5,650 $ 2,099 , 455 Anthony J. Alexander 2015 $ 510 , 231 $ 427 ,339 $ 818 , 464 $ 89 , 181 $ 1 , 397,496 $ 3 , 242,711 Executive Chairman 2014 $1,340,000

$7,691,611

$ 1 ,392,222 $ 4 , 673,313 $ 74 , 977 $15 , 172 , 123 2013 $1,340,000

$7,691,636

$ 1 ,8 57 ,6 41 $ 60, 795 $ 46,170 $10,996,242 Lei l a L. Vespo li 2 015 $ 75 2 , 789 $1 , 861 , 510 $ 860, 125 $ 61 , 876 $ 13 , 658 $ 3,549 , 958 EVP, Market s & Chief Legal 2014 $ 690 , 769 $1 , 356,302 $ 407 , 044 $ 3 , 210 , 711 $ 15 ,969 $ 5,680,795 Officer 2013 $ 685,000 $1 , 356,312 $ 598,352 $ 33,123 $ 8,450 $ 2,681 , 237 James H. Lash 2015 $ 599, 176 $1,073,006

$ 535 , 434 $ 439,717 $ 8 , 491 $ 2 , 655,824 EVP & President, FE Generation 2014 $ 554,327 $ 979,028 $ 266,978 $ I, 172,363 $ 5 , 767 $ 2,978,463 2013 $ 550,000 $ 979,008 $ 379,723 $ 20,268 $ 6,627 $ 1,935,626 Donald R. Schneider 2015 $ 552 , 404 $ 989 , 768 $ 518 , 488 $ 242 , 197 $ 8 , 991 $ 2 , 112 , 048 President , FE Solutions (I) The amounts set forth in the Stock Awards column represent grants provided under the 2007 Incentive Plan at the aggregate grant date fair value calc ulated in accordance with FASB ASC Topic 718 "Stock Compensation" and are based on target payout. 2013 and 2014 grants reflect the elimination of certain accrued dividend s from previou s l y disclosed stock awards that were already included in the aggregate grant date fair value calculation.

The assumptions used in determining values for the 2015 fiscal year are reflected in Note 4 to the Combined Notes to the Consol id ated Financial Statements of the Company's Annual Report on Form I 0-K filed with the SEC on February 18 , 2015. The grant date fair value at the maximum payout level for each of the NEOs is as follows: Jone s: $11 , 990 , 062; Pearson: $4 , 064 , 038; A le xa nd er: $854 , 678; Vespoli: $3,723 , 020; Lash: $2, 146 , 012; and Schneider:

$1,979,536.

These awards are not payable to the executive until the vesting date or other qualifying event shown in the 2015 Post-Termination Compensation and B enefits table described later in this proxy statement.

We have also included Mr. Pearson's Award as d escribe d in the CD&A. (2) The amounts set forth in the Non-Equity Incentive Plan Compensation column were earned under the STIP in the year presented and paid in the first quarter of the following year. (3) The amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column r eflect the aggregate increase in actuarial value to the NEO of a ll defined benefit and actuarial plans (including supp lemental plan s) accrued during the year and above-market ea rnings on nonqualified deferred compensation.

The change in values for the pension plan s are as follows: Jones: $1,070,512; Pear so n: $1 , 035,576; Alexander:

$0; Vespoli: $14 , 345; Lash: $409,983; and Schneider:

$174 , 439. The change in pension value is heavily dependent on t h e discount rate and mortality assumptions and does not represent the actual value of the change in pension benefit accrued by the NEO during the year. The formula used to determine the above market earnings equals (2015 total interest multiplied by the difference b etwee n 120 percent of the Applicable Federal Rate for long-term rates (AFR) and the plan rate and divided by the plan rate). The above market earnings on nonqualified deferred compensation are as follows: Jones: $5, 732; Pearson: $35 , 131; Alexander:

$89, 181; Vespoli: $47 , 531; Lash: $29 , 734; and Schneider:

$67,958. 89 FirstEnerqy Corp. 2016 Proxy Statement Table of Contents 4 (4) The amounts set forth in the A ll Other Compensat i on co lumn include compensa ti on not r eq uir ed to be included in any other column. This includes m atc hin g Company common stock contributions under the FirstEnergy Cor p. Savings Plan for al l of the NE Os up to the maximum of $7 ,950, and cont ribu tions of $500 to $1 , 000 to the NEOs' H ea lth Savings Accounts (HSA) o r FirstEnergy Co rp. Savings Pl a n. In add iti on, certa in NEO s are el i gib l e to receive limited perquisites.

Jn 2015, the fo ll owing NEOs were p rovided: (I) financial planning an d tax preparation services for Alexander of $11 , 895; (2) cha rit ab l e m a tchin g co ntributi ons for Vespoli of $4 , 680 and Alexander of $10 ,000 r es pecti ve ly; (3) premiums fo r the group personal excess liability and li fe insurance for all NEOs; and (4) personal use of the corporate aircraft for Jones , Pearson and Alexander; s p ecifically

$I 7 , 324 for Mr. J o n es , $4 , 1 73 for Mr. Pearson, a nd $26 , 005 for Mr. Alexander re spect iv e ly. Your Board required Mr. A l exa nd er to u se the co rpor a t e aircraft for a ll travel in 20 I 5 until his conclusion of serv i ce to the Com p any on A pril 30 , 20 I 5. T he value of the per sona l use of the corporate ai r craf t is calculated b ase d on the aggregate var i ab l e operating costs to yo ur Com p a n y , including fue l costs , trip-related maintenan ce, uni ve r sa l weather-monitoring costs, on-hoard catering, l a ndin g/ramp fees , and o th er mi s cellaneo u s variab le costs. Fixed costs wh ich do n o t change b ased on u sage , s u c h as pil ots' sala rie s , the amortized costs of the ai r craft, and the cost of maintenance not re l ated to trips a r e exc lud e d. NEOs' spo u ses an d immediate fami l y members may accompany NEOs on Com pan y a ircraft u si n g unoccupied spa ce on flight s that we re already sc h e duled , and yo ur Company incurs no agg re ga te incr e mental cost in connection with such use. Unless otherwise quantified in footnote 5 , th e amo unt attributable to each p er qui s it e or b e nefit for each NEO d oes not exceed the greater of $25 ,0 00 or I 0 p e rcent of th e total amount of perquisites r ece i ved b y such NEO. Mr. A le xander re ceive d $I ,270 , 422 for I ,972 hours0.0113 days <br />0.27 hours <br />0.00161 weeks <br />3.69846e-4 months <br /> of banked an d frozen vaca tion ea rned prior to 2008 , when FirstEnergy

's vacation p o li c i es were re v i se d and empl oye e s and executives could no lon ge r accumulate banked vacation. Additionally , Mr. Alexander received a re t i rement gift valued at $68 , 000. 90 FirstEner!lv Corp. 2016 Pr oxy Statement Table of Contents Grants of Plan-Based Awards in Fiscal Year 2015 The following table summarizes the stock awards granted to our NEOs during 2015 as well as threshold , target, and maximum amounts payable under the STIP. A ll Other Stock Awards: Gra nt N umb er of D ate Fair Estimated Future Payouts Under Estimated F uture Payouts Under Va lue of Non-Equity Incentive Plan Equity Inc entive Plan Sha r es of Stock :ind Awards(I)

Stock or Unils(J) Option Grant/Payout Grant Threshold Target Maximum Threshold Target Maximum Awards Name Type Date ____..i!L_

!S! !S) __J!L_ !#! (#! ($)(4) Charles E. Jones Short-Term Incentive Program $632,500 s 1 , 265 , 000 s 1 ,897 , 500 Pe rfor mance-Adju ste d RS Us -Stock-Based 2/1712015 1') 113 , 837 227 , 674 S4 , 0l 5 , 03 I Performance-Adju st ed RSUs -Cash-Based 2/1712015 1') 56 , 138 112,277 s 1,980 , 000 Jame s F. Pear so n Short-Term Incentive Program $28 5 , 750 s 571,500 s 857 , 250 Performance-Adju s ted RS Us -Stock-Based 2/17/20 1 5(') 38 ,3 49 76,698 s 1 ,3 52 ,5 69 Performance-Adju ste d RS Us -Cash-B ased 2/17/2015 ('1 19,264 38,528 S679,450 Performance-Based Re st ricted Stock 8/10/20 1 5 30 , 000 s 1,028 , 700 Anthony J. Alexander Short-Tenn Incentive Program S286,357 $ 572,712 s 859 , 069 Performance-Adjusted RS Us -Stock-Ba sed 2/17/2015 (') 0 8,127 16,254 $286,639 Performance-Adjusted RS Us -Cash-Based 2/17/2015 (5) 3,989 7,978 s 140 ,700 Leila L. Vespo li Short-Term Incentive Program S3 I 0,250 s 620,500 s 930 ,7 50 Performance-Adju s ted RSUs-Stock-Based 2/17120 1 5 (') 35,186 70,372 SI , 241 , 010 Performance-Adjusted RSUs-Cash-Based 2/17120 1 5('1 17 , 593 35, 1 86 $620 , 500 James H. Lash Short-Term Incentive Program $203,000 406,000 609 , 000 Performance-Based Cash Award 8/1012015 so 580 ,0 00 580 , 000 Perform ance-Ad ju s ted RS Us -Stock-Based 2/17/2015(')

0 20 , 227 40 , 454 $7 13 ,406 Performaoce-Adjusted RS Us -Cash-Based 2/17/2015 (5) 0 10,196 20 , 391 $359,600 Don a ld R. c hn e i d e r Sho r t-Term I n c e ntiv e Program $187 , 250 $ 34 7 , 500 s 561 , 750 Performance-Adjusted RS Us -Stock-Based 2/l 7/2015 C'I 0 18 , 658 37 , 316 $658,068 Performance-Adjusted RS Us -Cash-Based 2/17/2015 (') 0 9,405 18 , 809 $331 , 700 (l) The amounts set forth in the Es timat ed Future Payouts Under Non-E quity Incentive Plan Awards columns reflect the p oten tial payouts for each named officer under the STIP based upon the achievement of KP I s described in the CD&A. With respect t o Mr. Lash on l y, the award granted on August 10 , 2015 is described in the CD&A as Mr. Lash's Award. (2) The amounts set forth in the Esti mat ed Future Pa youts Under E qui ty Incenti ve Plan Awards columns reflect the threshold, target, a nd maximum payouts for each NEO under the L TIP based upon the achievement of the performance measures described in the CD&A a nd reported in the Stock Awards column of th e SCT. The Performance-Adjusted RSUs-Cash-Based have been rounded for illustration in this table. (3) The a mount set forth in the All Other Stock Awards: Number of Shares of Stock or Units column repre se nt s the performance-based re s tricted stock granted to Mr. Pe arso n on August 10 , 2015. Award payout is depend ent upon achievement of a Cash Flow Improvement Project performance hurdle by December 31 , 2017. If the performance hurdle is met, the award wi ll fully vest on October 30, 2019. (4) The grant date fair market value was computed in accordance with FASB ASC Topic 7 1 8. The Performance-Adjusted RSUs components are valued at the average of the high/lo w stock price of$35.27 on February 27 , 2015, since March I , 2015 was a Sunday. Mr. Pearson's performance-based restricted stock award is va lued at the average of the high/low stock price of $34.2 9 on August I 0, 2015. (5) The dates set forth in the Grant Date column for these awards represent the date your Board took action to grant the awar ds. The effective grant date for the Performance-Adjusted RSUs is March I , 2015. 91 FirstEnerav Corp. 2016 Proxy Statement Table of Contents The following chart summarizes the detail s of the L TIP grants for the 2015-2017 cycle: Weighting Granted Grant Date Grant Price Performance Period Performance Measure Threshold Payout Target Payout Maximum Payout Settled Dividend Equivalent Units Payout P erfor man ce Shares Performanc e-Adju ste d RS Us -Stock-B ase d 67% Annua ll y In early March , effec ti ve on th e date of grant Average high and low stoc k pric e on the gra nt d ate 3 years, cliff vest on March I Cap i ta l Effectiveness Inde x, Funds from Operations to Adj u s t ed Debt Ind ex , Safety 50%, Perform a n ce a t 40th percentile I 00%, Performance at the 50th p e r centile 200%, P e rformance at the 90th percent i le Stock Rein ves ted ba se d on the av erage hi g h and l ow stock pri ce on the payable date , subject to sa me re s trictions as initia l grant Average hi g h a nd lo w stock price on the vesti ng da te P e rformance-Adjusted RS Us -Cash-Based 33% Annuall y In early March , effec tive on the date of g r a n t Average hi gh a nd low s to ck pri ce on the grant dat e 3 years, c li ff vest on March I Ca pit al Effective ne ss Index , Fu nd s from Operations to Adjusted Debt Ind ex , Safety 50%, Performance at 40th p e r cent ile I 00%, Performance at the 50th p e r ce ntile 200%, P e rformance at the 90th percentile C ash Rein ves t ed ba se d on the average high and lo w stock p r i ce on the pa ya ble date , subject to same r est rictions as initial g r a nt Average high a nd low stock pr ice on the ves ting date Perfonnance shares are described earlier in the CD&A. Although they were not a component of our L TIP in 2015, they were a component of our LTIP in 2013 for the 2013-2015 cycle. Performance share awards are generally paid in cash. If the performance factors are met , the grants will be paid betw een F e bruary 15 and March 15 in the year following th e third and final year of th e performance period. In addition , in certain circumstances, the NEO m ay elect to defer performance shares into the EDCP as outlined in more detail below. On December 31 , 2015 , the performance period ended for the performance shares granted in 2013. As previously stated, while threshold TSR performance was not achieved, the three-year average Operating EPS exceeded target perfonnance , resulting in a minimum payout of25 percent for the 2013-2015 cycle. Perfonnance shares are treated as a liability for accounting purposes and are valued in accordance with F ASB ASC Topic 718. P erfor man ce-Adjust ed RS Us Performance-adjusted RSUs are described earlier in the CD&A and are a component of our LTIP. Performance-adjusted RSUs are 2/3 payable in stock and 1/3 payable in cash. Both the stock-based and cash-based RSU awards have a minimum payout of zero percent and a maximum payout of200 percent based on performance results at the end of the three-year performance cycle. On March I , 2016 , the period of restriction ended for the performance-adjusted RSUs granted in 2013. As previously stated, above target p e rform a n ce w as achi e v e d on a ll thr ee of th e p e rformance mea s ure s, resulting in a payout at 150% of target for this grant. The period of re s tri c tion for perfonnance

-adjusted RS Us granted in 2014 and 2015 will end on March I , 2017, and March 1, 2018, respectively, although perfonnance is measured through December 31 of the year prior to vesting. Perfonnance-adjusted RSUs are treated as a fixed expense for accounting purpo ses and are valued in accordance with F ASB ASC Topic 718. The fair market value share price is $35.27 for performance

-adjusted RSU grants awarded on March I , 2015. 92 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents Empl oy ment Agreement s We ent e r into employment agreements with our ex e cutives in s pecial circumstances , primarily for recruiting and retention purposes. A s discuss e d in the 2013 Proxy Statement, in March 2012 , we entered into the Alexander Agreement.

None of t h e other NEOs have an emp l oyment agreement with your Compa n y. The t enn of the Alexander Agreement was through April 30 , 2016 , unless employment was terminated earlier by eit her p arty. The Alexander Agreeme nt sets forth that Mr. Alexander wo uld be provided an an nu a l ba se salary and participate in the STIP and L TIP consistent w ith your Company's compensat i on phil osophy. The A lex ander Agreeme nt further provided a restricted stock award of 200 , 000 shares , 25 percent of wh i ch vested on December 31 , 2013 a nd a n additional 25 percent which vested on December 3 1 , 2014. The r es trict e d stock awa rd wou ld vest in full if the Alexander Agreement were terminated

1) vo lunt a r i l y b y Mr. A l exander if his total compensation opportunity was reduced bel ow the level estab li shed fo r 20 12 (u nl ess th e r ed uction app lie s generally to Company se ni or execut i ves); 2) b y the B oa rd wit hou t Cause; or 3) in the event of his death or Disability. If the Alexander Agree ment were terminated by t he Board for Cause, or vo luntaril y b y Mr. Alexa nd er, at any time pri or to any vest ing date (except as described ab ove), then the un vested portion of the r es trict e d stoc k award would be forfeited.

On February 1 7, 2015, your Board d e termined th a t Mr. Alexander wou ld conclude his serv i ce to yo ur Company as Exec utive Chairman o n April 30 , 2015. Effe cti ve with this detennination , the remaining shares of restricted stock granted pursuant to the Alexander Agreement vested upon th e conclusion of his service. In addition, as provided in the Alexander Agreement, Mr. Alexander continued to receive his base salary during his tim e of service a nd received a prorat e d STIP t o r e flect the dat e of his dep arture, su b ject to th e achievement of p er formanc e targ e t s. In addition, h e was granted a prorated L TIP in February 2015 consisting of performance-adju s t e d RS Us that required him to remain employed with your Company through April 30, 2015, and , consistent with our performance

-a djusted RSU awards, would remain entirely at risk (and subject to up ward/do wnwa rd adjustment or forfeiture) b ase d on the ac hie ve m e nt of the p e rform ance go al s tracked over a three-yea r period. U nder the A le xa nder Agreement, Mr. Alexander has agreed that a n y incentiv e-ba se d compensation that he may receive , within the meaning of the federal securities laws , will be subject to c l awback by your Company in the manner required by such laws and applicable regulations to be issued from time to time, and as implemented by your Bo a rd or the Committee.

In a ddition , Mr. Alexander i s subject to certain noncompetition and non so li c it at ion obligations for 24 months following the employment period id e ntified in the A lex a nder Agreement.

93 FirstEnerQv Corp. 2016 Proxy Statement Table of Co nt e nts 4 Execu tltt Conper.

Outstanding Equity Awards at Fiscal Year-End 2015 The follow in g table summarizes the outstanding equity award holdings of our NEOs as of December 31, 2015. 0 t i on Awards S t ock Awards Eq ui ty Equity In ce nti ve In ce nti ve Plan P l a n Awards: Awards: Market or N um ber of Payout Va lu e U n u rn ed of U nearn ed N um be r o f N umb er o f Market Va lu e S h a r es , S h ares, Sec uriti es Number o f Shares or o f S h ares or Unils or Units or Under l yi n g Sec uriti es Un i ts of U nit s of Other Ri ghts Other Ri ghts U n ei:e r c i sed U nd e rl ying Option Stoc k T h at Stock That That H ave That Have Options U n exerc i se d Exercise O pti o n Hav e Not H ave Not Not Yet Nol Yet (#) Options(#)

Price Expiration Yet Vested Gra nt V ested Vested Ves t ed Name Exercisab l e nexer c l sa bl e

__.fil_ --1!!lQL_

Type(3) !S!!4! !#!!2l!5!

Grant Type(6) !S!!4! Char l es E. Jones 80,257 $37.75 2/25/2021 35 , 925 2013 Performance-

$1,139 , 900 Adjusted RS Us 59 , 956 20 14 Performance-

$1,902 , 404 Adjusted RSUs 235,224 2015 Performance-

$7 , 463 , 658 Ad ju sted RS Us -Stock-Ba sed 1 1 6 , 000 2015 P erfo rmance-$3,680,680 A dju sted RS Us -Cash-B ased 7,184 2014 PS 227,948 J ames F. P earson 30,337 RS s 962 , 593 24 , 914 2013 Performance-790 , 521 Ad j usted RS Us 65 , 336 2014 Per fo r mance-$2,073 , 111 Adjusted RS Us 79 , 2 4 2 20 1 5 Perform ance-$2,5 14 , 349 Adjusted RS Us -Stock-Based 39 , 806 2015 Performance-

$1 , 263 , 044 Adjusted RS Us -Cash-Based 7,842 2014PS s 248 , 827 Anthony J. A l exa nder 200 ,6 43 $37 .75 2/2512021 1 56, 00 6 20 1 3 Performan ce-$4,950,070 Adjusted RS Us 140 , 1 94 2014 Perform ance-$4 , 448 , 356 Adjusted RS Us 1 6 , 792 201 5 P erformance-

$ 532,810 Adjusted RS Us -Stock-Based 8,244 2015 Performance-

$ 26 1 ,582 Adjusted RS Us -Cash-Based 18 ,9 82 20 14 PS $ 602,299 Leila L. Vespo li 1 20 , 386 $37. 75 2/25/2021 38 , 1 47 2013 Performance-

$1 , 210 , 404 Adjusted R S Us 63 , 662 2014 Per formance-$2 , 019 , 995 Adjusted RS Us 72 , 706 2015 P erformance-

$2 , 306 , 961 Adjusted RS Us -Stock-Based 36 , 352 2015 Performanc e-$1, 1 53,449 Adjusted RS Us -Cash-Based 7 , 509 2014 PS 238 , 261 94 FirstEner!1v Corp. 2016 Proxy Stateme nt Table of Contents Number of Securities Unde rl ying Unexercised Options (#) James H. Lash 80 , 257 Donald R. Schneider 0 tion Awards Stock Awards Number of Securit i es Underlying Unexercise d Options(#) (Unexerclsab l e)(l) Equity Incentive Plan Awards: Number of Unearned Number of Shares or Units of Market Va lu e Shares, of Shares or Units or Units of Other Rights Oplion Stock That Stock That Exe rcis e Option Have Not Have Not Price Expiration Yel Vested Grant Vested ___QL_ Date ---1!!!l!L_

Type(3) (S)(4) $37.75 2/25/2021 That Ha ve Not Yet Vested (#)(2)(5) 27 , 404 45 , 736 41 , 796 21,068 80,257 $37.75 2/25/2021 12 ,938 RS $ 410 ,5 23 5,472 25,910 43 ,2 42 38 , 554 1 9 , 432 5 , 174 Equily Incentive Plan Awards: Market or Payout Value of Unearned Shares , Units or Other Rights That Have Not Yet Vested Grant Type(6) !S)(4l 2013 Performance-869,529 Adjusted RS Us 2014 P erformance

-$1 , 451 , 203 Adjusted RSUs 2015 Performance-

$1 ,3 26 , 187 Adjusted RS Us -Stock-Based 2015 Performance-

$ 668 , 488 Adjusted RS Us -Cash-Based 2014 PS 173 , 627 2013 Perfonnance-822, 124 Adjusted RSUs 2014 Performance-S I ,3 72 , 069 Adjusted RSUs 2015 Pe rformance-

$1 , 223 , 318 Adjusted RS Us -S t o c k-B ase d 2015 Performance-s 6 1 6,577 Adjusted RSUs -Cash-Based 2014 PS $ 164 , 171 ( 1) The stock option awards set forth in the Number of Securities U nderlying Unexercised Options Unexercisable column were awarded in 2011 as a result of our merger w ith A YE. V e s ting dat e s a r e as foll ows: M s. V e s p o li (D ecem b er 31, 2016); anu M1. S c hneiue1 (De c embe r 31, 2016). (2) The number of shares set forth in both the Number of Shares or Units of Stock that have not yet Vested and the Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not yet Vested columns include all dividends earned and reinvested through December 31, 2015. (3) The restricted stock (RS) awards set forth in the Grant Type column are described in the CD&A and Grants of Plan-Based Awards narrative section of this proxy statement.

Vestin g dates are as follows for the RS awards: Mr. Pearson (October 30 , 2019) and Mr. Schneid e r (December 19 , 2 016). (4) The va lues set forth in both the Market Value of Shares or Units of Stock that have not vested and the Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not yet Vested columns are determined by multiplying the number of shares or unit s by our common stock closing price of$31.73 on December 31 , 2015. (5) The number of shares or units set forth in the Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not yet Vested column is based on maximum performance at 150% for 2013 performance-adjusted RS Us, maximum performance at 200% for 2014 and 2015 performance-adjusted RS Us, and threshold performance at 50% for 2014 performance shares (PS). ( 6) The awards set forth in the Grant Type column are described in the CD&A and Grants of Plan-Based Awards narrative section of this proxy statement.

The vesting dates are as follows: 2013 performance-adjusted RSU (March 1 , 2016); 2014 performance-adjusted RSU (March 1 , 2017); 2015 performance-adjusted RSU -based (March 1 , 2018); 2015 performance-adjusted RSU -cash-based (March 1, 2018); and 2014 performance shares (PS) (December 3 1, 2016). 95 FirstEner!:lv Corp. 2016 Pro xy Statement Table of Contents Option Exercises and Stock Vested in 2015 The following table summarizes the options exercised and vesting of stock awa rds held by our NEOs during 2015. Number of Shares Acquired on Value Realized on Name Vesting(#)(!)

Award Type Vesting ($)(2) Charles E. Jones 22 , 334 2012 Performance-Adjusted RS Us $773,656 2 , 965 20 I 3 Performance Shares $94 , 629 39 , 068 Restricted Stock $I ,377, 567 James F. Pearson 5,914 20 12 Performance-Adju sted RS Us $20 4 , 880 2,053 20 I 3 Performance Shares $65,529 Anthony J. Alexander I 34,287 20 12 Performance-A djusted RS Us $4,65 I ,7 04 13,712 20 I 3 Performance Shares $437,559 I 16 , 006 Restricted Stock $4,200,033 Leila L. Vespoli 23 , 715 2012 Performance-Adjusted RSUs $821,490 3 , 099 20 I 3 Performance Shares $98,905 39 , 068 R estric ted Stock $1 , 377,567 James H. Lash 17 , 036 2012 Performance

-Adjusted RSUs $590, 160 2,258 20 I 3 Performance Shares $72,082 Donald R. Schneider I 6,107 2012 Performance-Adju s ted RS U s $557,963 2,135 20 I 3 Performance Share s $68 , 151 (I) The number of shares set forth in the Number of Shares Acquired on Ve s ting column reflect the number of 2012 performance-a djusted RSUs which vested on March I , 20 I 5; the number of 2013 performance s hare s which vested on December 31 , 2015; the restricted stock which vested for Mr. Jones and Ms. Vespoli on March I , 2015; and the restricted stock which vested for Mr. Alexander on May I , 2015, in conjunction with the Alexander Agreement.

The number of shares includes dividend equiva l ent units earned and reinvested through the vesting date. The number of shares were rounded down and any fractional shares were paid in cash. (2) The amounts set forth in the Value Reali zed on Vesting column are based on the closing stock price on the vesti ng date ($34.64 for 2012 performance-adjusted RSU s; $31.91 for 2013 performance s hares , $35.26 for restricted stock for Mr. Jone s and Ms. Vespoli, and $36.21 for re st ricted stock for Mr. Alexander) multiplied by th e number of shares vested. The pcrformnncc

-adju s tcd RS U s were paid at I 00 percent of target. 96 Corp. 2016 Proxy Statemen t Table of Contents 4 Cariptr.lo Post-Employment Compensation Pension Benefits as of December 31, 2015 The following table provides infonnation r egarding the pen sion b enefits of our NEOs as of December 31, 2015. Name(I) C h arles E. Jones James F. P earson Anthony J. Alexander Leila L. Vespoli James H. Lash Donald R. Schneider Plan Name Qualified Plan Nonqualified (Supplemental)

Plan Supplemental Exec u tive Retirement Plan Total Qualified Plan Nonqualified (Su pplemental) Plan Supplemental Exec uti ve Retirement Plan Total Qualified Plan Nonqualified (Supplemental)

Plan Supplemental Executive Retirement Plan Total Qualified Plan Nonqua l ified (Supplemental)

Plan Supplemen t a l Executive Retir emen t Plan Total Qualified Plan Nonqualified (Supplementa l) Plan Supplemental Executive Retirement Plan Total Qualified Plan Nonqua l ified (Supplemental)

Plan S uppl emental Executive Retirement Plan Total Number of Yea r s of Credited Service (#) 37 39 43 3 1 26 33 Present Value of Accumulated Benefit ($)(!) $ 2,075, 184 $ 7 ,833, 467 $ 824,314 $ 10 , 732,965 $ 2 , 114,710 $ 4 , 820 , 591 $ 0 $ 6,935 , 30 I $ 2,097 ,563 $ 31,496 , 276 $ 0 $ 33 , 593 , 839 $ 1 ,648 , 495 $ 7,63 7 , 62 1 $ 880 , 893 $ 10,167,009

$ 1 , 527 ,333 $ 4,385 , 169 $ 0 $ 5 ,912,502 $ 1,536 , 445 $ 4 ,385,04 0 $ 0 $ 5,9 21,4 8 5 Payments During Last Fisca l Year($) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 87 ,23 4 $ 1 ,326,2 06 $ 0 $ 1 , 413 , 440 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 (I) The amounts set forth in the Present Value of Accumu l ated Benefit co lu mn are determined as of December 31, 2015 , u si ng the fol l owing assumptions:

Decemb er 31 , 2015 discount rate of 4.5%, the RP-2 014 mortality table projected generationally using the intermediate scale from the Social Security Administration

's 2014 Trustee's Report for males and RP-2014 mo r tality table with blue collar adjustment projected generationally using the intermediate scale from the Social Security Administra ti on's 2014 Trustee's Report for fema l es and retirement at the ea rl iest unreduced age. The amounts for Mr. Alexander are determined as of his date of departure , May I , 20 1 5. Pension Benefits Qualified and Nonqualified Plans We offer a qu a lified and nonqualified (supplementa l) pl an to provide retirement b enefits to all of our NEOs. We pay the entire cost of these plans. Retirement benefits from the qualified plan provided under the FirstEnergy Corp. Master Pension Pl a n (later referred to as the Pension Pl a n) are calculated u s ing pension a bl e earni ng s up to the applicable federal and plan limit s. As describ ed earlier in the CD&A, the Pen sio n Pl a n was amended to provide a cash-balance formula for all emp lo yees hir ed or rehired on or after January I , 2014. In conjunction wit h the new cash-balance formula , your Company adopted a new nonqualified su pplem e nt al plan, w hich will 97 Corp. 2016 Proxy Statement Table of Contents 4 Eaecuth'..t' Cor1perw1ion provide a benefit, b ased upon the cash-balance fo rmula , to e ligibl e executives hired o r rehired on or after January I , 2014, but without th e restriction of federal and plan limits that apply under the qu a lifi ed pension plan. The supplemental plan provided under the EDCP provides a benefit based up on the formula used in the qualified plan but is ca lcul ated using a ll pensionable earnings without the restrictions of federal and plan limits. The retirement b ene fit from the qualified and nonqualified plans pro v id ed to our NEOs is the greater benefit detennined using t h e following two formulas:

1. Career Earnings Benefit Formula: A fixed (2.12 5 percent) factor is appl i ed to th e executive's total career earn in gs to det ermi ne the accrued (age 65) career earnings b e n e fit. Pen s ion a bl e ea rning s und er the career earn ing s formula generally include b ase earnings, ann u a l in cent i ve awar ds , and other si mil ar compensation.

2. Adjusted Highest Average Monthly Base Earn in gs Benefit Fonnula: The b enefit is equal to the sum of A and B where A is the highest average monthly b ase ea rnin gs (later referred to as H AMBE) times the sum of:

• 1.58 percent time s th e first 20 years of benefit serv ice ,

• I .1 8 percent times the next 10 years of b enefit serv ice ,

• 0.78 percent time s the next 5 yea rs of benefit service, and

• 1.10 p e rcent times each y ear of benefit serv i ce in exce ss of 35 years. and Bi s an a mount equal to 0.32 percent times number of years of serv i ce (up to 35 yea r s) times the diff ere nce between th e HAMBE and the l esser of 1 50 percent of covered compensation or the So cia l Security Wage Ba se, exce pt that B cannot b e le ss than zero. The HAMBE for the qualified plan are the highest 48 consecutive months of base earnings the executive had in the 120 months immedi a tely preceding retirement or other tennination of emp lo yment. Pensionable earnings under the qualified plan HAMBE formula ge n era ll y include ba se earnings and d efe rred compensation af ter 2004. Th e p e n s ionable earnings under the nonqualifi e d plan HAMB E formula are the sa me as the qualified plan de s cribed a bo ve except t hat deferred compensation exc luded under the qualified plan , annual incentive awards that are paid or deferred , other awards , and accrued unused vacation paid at termination are included.

Covered compensation represents the average (wi th out indexing)

Social Security Taxable Wage Base in effect for each calendar year during the 35-year period that ends when the executive reaches the Social Security normal retirement age. Under the Pension Plan , nonnal retirement is at age 65 and the completion of five years of eligibility service. The earliest retirement is at age 55 if the employee h as at least 10 years of eligibility se rvice. Mr. Jones , Mr. Pearson, and Mr. Lash are currently eligible for a n unreduced pension benefit , as was Mr. Alexander at the time of hi s date of departure (May I , 2015). Ms. Vespoli is c urr e ntly eligible for a reduced pen s ion benefit based on the Ear l y Retirem e nt Reduction Table below , and M r. Schneide r will bec ome e ligible when he turns 5 5 i n 2016. The earli e st retir e ment age without reduction for the qualified plan is age 60. If pa y ment begins at age ... 60 and up 59 58 57 56 55 Early Retirement Reduction Table 98 The benefit is multiplied by 100% 88% 84% 80% 75% 70% FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 E ucutn Cornptl" The accrued benefits vest upon the completion of five years of service. The benefits generally are payable in the case of a married employee in the fonn of a qualified spouse 50 percent joint and survivor annuity or in the case of an unmarried employee in the fonn of a single life annuity. The unmarried employees can designate a non-spouse beneficiary to receive up to a I 00 percent joint and survivor annuity depending upon the spousal beneficiary

's age. For the married employee, there also is an option to receive the benefit as a joint and survivor annuity with or without a pop-up provision or a period certain annuity. The annuity provides a reduced monthly benefit, payable to the employee until death. If a joint and survivor annuity is chosen, the employee's named beneficiary will receive 25 percent, 50 percent , 75 percent, or I 00 percent of the employee's benefit based on the employee's and the beneficiary

's ages and the percentage to be continued after the employee's death. Under the pop-up provisions, the monthly payment to the employee "pops-up" to the single life annuity amount if the beneficiary predeceases the employee.

The period certain annu ity provides a reduced benefit for the life of the employee and continues the benefit to the named beneficiary for a guaranteed period if the employee's death occurs before the end of the 5, 10 or 15 year period, as elected. No further payments are mad e if the employee's death occurs after the end of the period. Supplemental Executive Retirement Plan (SERP) In addition to the qualified and nonqualified plans , certain NEOs may receive an additional nonqualified benefit from the SERP. Currently, only five active employees are eligible for a SERP calculation upon retirement , and no new participant s have been provided eligibility since 2001. In 2014, the Committee formally closed the SERP to new entrants.

Mr. Jones and Ms. Vespoli are participants in the SERP. Although Mr. Alexander was a participant in the SERP prior to his departure from the Company, given his age and length of service with your Company, the SERP provides him no additional retirement benefits.

Mr. Pearson , Mr. Lash, and Mr. Schneider are not participants in the SERP. The NEOs who are particip ants in the SERP, or the NEO's surviving spouse, are eligible to receive a supplemental benefit after termination of employment due to retirement , death , disability, or involuntary separation.

Whether or not a supplemental benefit under the SERP will be paid is determined in accordance with, and shall be non-forfeitable , upon the date the NEO terminates employment under the conditions described in the following sections:

Retirement Ben efit An eligible NEO who retires on or after age 55 and who has completed I 0 years of service will be entitled to receive , commencing at retirement, a monthly s upplemental retirement b e nefit und e r th e S E RP e qu a l to (a) 65 p erce nt o f the a vera g e of the highest 12 consecutive full months of base salary earnings paid to the NEO in the 120 consecutive full months prior to termination of employment, including any salary deferred into the EDCP or the FirstEnergy Corp. Savings Plan , but excluding any incentive payments , or (b) 55 percent of the average of the highest 36 consecutive full months of base salary earnings and annual incentive awards paid to the NEO in the 120 consecutive full months prior to termination of employment, including any salary deferred into the EDCP and FirstEnergy Corp. Savings Plan, whichever is greater, multiplied by the number of months of service the executive has completed after having completed I 0 years of service, up to a maximum of 60 months, divided by 60, less: I. The monthly primary Social Security benefit to which the executive may be entitled upon retirement (or the projected age 62 benefit if retirement occurs prior to age 62), irrespective of whether the executive actually receives such benefit at the time ofretirement , and 99 Corp. 2016 Proxv Statement Table of Contents 4 Eiecutl\'t'

2. The monthly retirement income benefit to which the executive may be entitled upon retirement under the Pension Plan and EDCP, calculated based on the NEO's marital status at the time of such retirement as follows:

• In the case of a married NEO in the form of a 50 percent joint and survivor annuity.

• In the case of an unmarried NEO , in the form of a s ingle life annuity. For a NEO who retires prior to attaining age 65 , the net dollar amount above s hall be reduced further by one-fourth of I percent for each month the commencement of benefits under the SERP precedes the month the executive attains age 65. D e ath B e n e fit If a married NEO dies , 50 percent of the NEO's supplemental retirement benefit actuarially adjusted for the NEO's and spouse's ages will be paid to the NEO's surviving spouse. In general, payment will begin the first of the month following the later of the date the NEO would have attained age 55 or death and continue for the remainder of the surviving spouse's life. If the NEO had at least 10 years of eligibility service before January 1 , 2009 , the payment will begin on the first day of the month following the NEO's death. For a NEO who dies prior to attaining age 65 , the benefit shall be reduced further by one-fourth of 1 percent for each month the commencement precedes the NEO's attainment of age 65 , with a maximum reduction of 30 percent. Disability B e nefit A NEO tenninating employment due to a disability may be entitled to receive a monthly supplemental retirement benefit under the SERP. If ap plic a ble , SERP payments will commence on the first of the month following the NEO's attaining age 60 ifthe disability termination occurs before age 55. If the disability terminations occurs on or after the NEO attains age 55, applicable SERP payments will begin the first of the month following tennination.

The retirement benefit will equal the greater of 65% of the NEO's base salary earnings as set forth in (a) of the Retir ement B e n efit section above, or 55% of the NEO's base salary earnings plus their annual incentive awards as set forth in (b) of the Retirement B e n efi t section above. That amount will be reduced by disability benefits the NEO receives from Social Security , the FirstEnergy Corp. Master Pension Plan and the FirstEnergy Corp. Long Term Disability Plan. The disability benefit continues until the NEO attains age 65 or dies , whichever occurs first. Upon attaining age 65, benefits are calculated as described in the R etirement Benefit section above. In the event of death, benefits are calculated as described in the Death B enefit section above. Nonq ualified Deferred Compensation as of December 31, 2015 The following table summarizes nonqualified deferred compensation earned , contributed by , or on behalf of our NEOs during 2015. E ec ut lve R egis t ra n t Agg r ega t e Agg r ega t e Agg r ega t e Co ntribution s Contribut ion s Earnings Withdrawals

/ Balance at last in last FYE in last FYE in last FYE Distributions FYE Name {SHI) {$){2) {SH3) {SH4l {SHS) Charles E. Jones $ 0 $0 $ (23 , 179) $ 0 $ 808,376 James F. Pearson $ 242,037 $0 $ 145 , 762 $ 0 $ 2 , 530 , 388 Anthony J. Alexander

$ 0 $0 $ 397 , 515 $ (2,366 , 169) $ 6 , 798 , 781 Leila L. Vespoli $ 0 $0 $ 148,521 $ 0 $ 4 , 779 , 419 James H. Lash $ 0 $0 $ 67 , 657 $ 0 $ 3,016 , 740 Donald R. Schneider

$ 0 $0 $ 104 ,974 $ 0 $ 6,893, 127 100 I FirstEneri:iv Corp. 2016 Proxy Statement Tabl e of C ont e nts 4 Ccnpel:.S.!1icn (I) T h e amount s e t fo r t h in t h e Exe cuti ve Co n t ri b u t i o n s in l as t FYE co lumn fo r M r. Pea r so n in c l u de s th e d e f erra l of (i) 2 015 b ase sa l a r y in t he a m o unt of $1 27 , 2 4 2; (ii) 20 14 ST IP defer r e d i n 20 1 5 in t h e amo unt $90 , 339; and (ii i) 20 12 RS Us defe rr e d in 2 01 2 in the a m oun t of $2 4 , 456. T h e base sa l a ry a m o un t i s a l s o in c lud ed in the Sa l ary co lu m n of th e curre n t y ea r SCT. (2) There were no r e gistrant cont r i but io n s made in 20 1 5. (3) T he a m o unt s set for th in th e Aggr e ga te Ea rn ings in l ast F YE co lu m n inc lude a b ove-ma r ke t earni n gs w hi ch h ave b een r e p o r te d in t h e S CT as fo ll ows: Mr. Jones: $5 , 732; Mr. Pe a r son: $35 , 1 3 1; M r. Al exan d er: $89 , 1 8 1; M s. Ves p o li: $47, 5 3 1; Mr. L as h: $29,734; a nd M r. S c hn e id er: $67 , 9 5 8. T he co mp o unded a n n u a l ra t e of r e turn o n pr e-2 01 3 r e t ire m e nt a cc o unt s wa s 7.5 4%, a nd 5.54% on t he r e tir e ment acco un ts in 2013 a nd th e r ea ft e r. T he c omp o und e d a nnu a l rat e of r e turn o n stock acco unt s was -15.1 %, which includ es divid e nd s. (4) T he a m o unts s et fo rth in the A ggreg a te W ithd rawa l s/Di s tribut ion s co lu m n includ e amo unt s dis t ributed t o M r. A l exa nder in a c co rd a nce w ith his s p ec ifi ed d i s t ri buti o n e l ec ti o n s. (5) The a m o u nts se t fort h in th e Agg r ega t e B a l a n ce at l ast FYE co lu m n i n c lu de a m o un ts re p or t e d in th e S C T in p r i or yea r s. ED C P The EDCP i s a nonqualified defined contribution plan which provide s for the voluntary deferral of compensation.

Our NEOs may defer up to 50 percent of base salary, up to I 00 percent of STIP award s , and up to 100 percent of L TIP awards. Two in v e s tm e nt options are available under the EDCP. NEO s may direct deferrals of base salary and STIP awards to an annual cash retirement account , which accrues interest.

The interest rate changes annu a lly and is ba s ed upon the Moody's Corporate Long-Term Bond Yield Index rate (later referred to as Moody's). In 2015, the interest rate was b a sed on the Moody's rate plus one percentage point (5.54 percent) for accounts in 2013 or later and Moody's plus three percentage points (7.54 percent) for accounts prior to 2013. NEOs may direct deferrals of STIP awards and performance sh a re and performance-adjusted RSU L TIP aw a rds to an annual stock account. The stock accounts are tracked in stock units and accrue additional stock unit s ba s ed upon the pa y ment of di v idends. The stock accounts are valued at the fair market value of our common s tock. Pa y ment s m a de with respect to any dividend equivalent unit s th a t accrue after January 21 , 2014 will be paid in cash. In 2015 , the Compensation Committee approved two amendments to the EDCP. The first amendment , approved on January 19 , 2015, provides that payments made with respect to performance shares that are deferred into a participant's stock account on or after February 23, 2015 will be paid in cash instead of shares of common stock. In addition , the amendment provides that , with respect to future deferrals, if a participant has elected to receive a distribution of his or her stock account following a three-year deferral period and the participant terminates employment prior to the end of the three-year period , then the stock account distribution will be paid in cash in accordance with the payment terms of the participant

's retirement account. The second amendment, approved on July 20 , 2015, provides for, among other things , two primary revisions that are effective for deferral elections made on or after November 1 , 2015:

• P ar ti c i pa nt s m a y e l ct t o defer RS U s o nly to the s tock account, rather than to a separate RSU account , and

• Participants may no longer elect to receive a distribution after three years (or any later date specified by the participant , in the case of RSUs), as all amounts deferred to the stock account , including deferred RSUs, will be held in that account until separation from service , death, or disability, at which point it will be transferred to a participant

's retirement account and paid only in cash based on his/her distribution elections for the retirement account. NEOs may elect to receive distributions from the cash retirement accounts in any combination of lump sum payment and/or monthly installment payments for up to 25 years. Differing distribution elections may be made 101 FirstEneri:iv Corp. 2016 Pro xy Stateme n t Table of Contents 4 Elt!CIJ th't CCMper. 1ion for retirement, disability, and pre-retirement death. In the event of involuntary separation prior to retirement eligibility, the accounts accrued prior to January I , 2005, may be paid in a single lump sum payment or in three annual installments. Accounts accrued after January I, 2005, are paid in a single lump sum payment. Payments may not commence until separation from service. Amounts that were vested as of December 3 1 , 2004 , are available for an in-service withdrawal of the full account, subject to a l 0 percent pena l ty. There is no in-service withdrawal option for retirement accounts accrued after January l, 2005. For deferrals to the stock account prior to November 1 , 2015 , generall y , stock account distributions were made in a lump sum payment in the fonn of our common stock at the end of the three-year period following the initial deferral , unless further deferred.

If further deferred until termination or retirement (or for future deferrals, if tennination occurred prior to the end of the initia l three-year period , regardless of age at termination), the account was converted to cash, based upon the fair market value of the account at termination, and the balance was rolled over to the corresponding annual retirement account for distribution in lump sum or monthly installments as elected under the retirement account. Potential Post-Emplo y ment Pa y ments 2015 Post-Termination Compensation and Benefits The following table summarizes the compensation and benefits that would be payable to our NEOs in the event of a termination or follow ing a CIC absent a termination as of December 31, 2015. Involuntar y Termination Voluntary Separation Without Cause Following a Termination (Other Than Fo llowing a CIC Absent (Pre-retirement Retirement (1) For Cause) CIC a Termination Eligible)(!)

Death (1) Disability (1) Base Salary Accrued through Accrued Accrued Accrued through Accrued through Accrued Accrued through date of reti rement through through date date of change in date of termination through date date of date of of change in control of quali fying qualifying event termination control event termination Severance Pa y n/a 3 weeks of pay 2.99 times the n/a n/a n/a n/a for sum of base salary every full year plus target ann u a l of service STl P of which a (capped at a portion is payable maximum of in consideration 104 weeks), fo r the non-including the competition current clause<3> year, calculated using base salary at the time of severance<2> Banked Vacation Paid in a Paid in a Paid in a E ligible for a lump Paid in a lump s um Paid in a Paid in a lump sum lump sum lump sum sum payment at and valued b ased on lump sum lump sum and valued based and val ued and va lued termination ba se d 12/31/2008 base and valued and valued b ased on 12/3 I /2008 based on based on on 12/3 112008 salary based on on 12/31/2008 base sa lary 12/31/2008 12/31/2008 base salary 12/31/2008 ba se salary ba se sa lary base sa la ry base salary 102 FirstEnergy Corp. 2016 Proxy Statement Table of Contents 4 E,;ecut i ti'f' Involuntar y Termination Voluntary Separation Without Cause Following a Termination (Other Than Following a CIC Absent (Pre-retirement Retirement Pl For Cause) CIC a Termination Eligible)

(1) Death Pl Disabilit:y Pl Health and May continue Provided at Based on the Provided at active Forfeited Survivor Health and Wellness Benefits either through active employee terms of the C I C employee rates health and wellness unsubsidized rates for Severance Plan (S) for the length of wellness provided as COBRA or in the severance period employment provided as eligible FE Access Plan (4) eligible STIP Award 1 ssued a prorated Issued a prorated Issued a prorated Eligib le for a Issued a Issued a Issued a award based on award based award at target full or prorated prorated award prorated prorated full months of on full months based on full awa rd based on based on full award based award based on service and based of service and months of service full months of months of service on full full months of on actual based on actua 1 se rvice months of service and performance performanc e service based on actual performance Performance Issued a prorated Issued a prorated Is s ued 100% of Eligible for an Forfeited Issued a Issued a -Adjusted RSUs award based on award based on shares and all award based on prorated prorated award (Stock-Based full months of full months of dividends earned future award at based on full and serv ice and based service and employment target value months of Cash-Based) on actual based on actual through the based on full service and performance performance (6) vesting date months of based on actual service performance Performance Issued a prorated I ss ued a prorated Issued I 00% of Eligible for an Forfeited I ss ued a Issued a Shares award based on award based on shares and all a ward based on prorated prorated award full months of full months of dividends earned future award bas ed based on full service and based service and employment on full months of on actual based on actual through the months of service and performance performance (6) ves ting date service based on actual performance Restricted Forfeited or vest, Forfeited or Issued I 00% of Eligible for an Forfeited Issued Issued 100% Stock as described prorated , as shares and all award 100% of of shares and below(7) described dividends earned based on future shares and all dividends below(&) employment all dividends earned through the earned vesting date Unvested Stock Forfeited Vest on a Fully vest and Eligible for an Forfeited Vest on a Vest on a Options prorated basis must be exercised award based on prorated prorated basis and must be within 5 years of future basis and and must be exercised within the date of employment must be exercised 5 years of the termination or through the exercised within one date of the date of vesting date within one year of termination or expiration , year of termination date of whichever occurs termination expiration, earlier whichever occurs earlier 103 FirstEner!lY Corp. 2016 Proxy Statement Table of Contents Vested EDCP Additional Age and Service for Pension , EDCP & Benefits Reimburse Code Section 280G Retirement (I) Payable as elected n/a No Involuntary Separation (Ot h er Than For Ca u se) Payable as elected n/a No 4 Elt!C:utrl'f' CCMpl!r. Termination Without Ca u se Fo llo w ing a Following a CIC Absent C IC a Termi n ation Payable as Payable upon e l ected termination Three years n/a No No I) Benefits provided in these scenar i os are provided to al l employees on the same terms , if app li cab le. ion 2) Under t h e terms of his departure, Mr. Alexander did not receive severance payments under the Ex i st in g C I C Plan. Vo luntar y Terminat i on (Pre-ret ir ement Eligib l e) (1) Payable in a lump sum upon termination n/a No 3) Excl u ding Mr. Jones, who elected not to participat e , the NEOs were all partic ip ants in the Existing CIC Plan in 2015. Death (I) Disability (I) Payable to Payable as survivor as e l ected electe d n/a n/a No No 4) Act i ve e mpl oyee h ea lth and we lln ess benefits are p rovided under the Severance Pl an for the severance period , wh i ch i s eq u al to three weeks for every year of service , inc lud ing th e current year (52 week minimum and 104 week maximum). 5) Al l NEOs , except Mr. Schneider , are eligible for retirement and would receive retiree health and we lln ess benefits irrespective of a CIC. 6) Under th e terms of his departure , Mr. A l exande r received a pro rata p o rti on of bis outstanding perform ance-adj u s ted RSU awards and performance share awards, s ubje ct to the ac hie ve ment of t h e performance targets and in return for a com pl ete rele ase as provided in the award ag r eemen t s. 7) The r estr i c t ed stock award gra nt ed to Mr. Schneider in 2006 was structured to fully vest upon his retirement, alt h o u gh he is n o t yet retirement elig ibl e. 8) Assuming the perform a nce hurdle is met , the r es tricted stock award gra nted to Mr. Pear so n in 2015 wo uld be pror ated b ased on full months of se r v ice. However , as of De cem ber 31 , 2015, th e per formance hurdle h as not been met. The r estricted stoc k award gra nted to Mr. Schneid e r in 2006 wo uld be prorated b ase d on the number of full months of serv ice divided by t h e t ota l num ber of months in the grant. The potential post-employment p ay ment s di sc us se d below disclose the estimated payments and b e nefits pa y able to the NEOs upon certain triggering events repre se nting the enhanced or accelerated value of payment s and benefits and do not include pr ev iously-earned and vested amounts payable to the N EOs r ega rdles s of th e applicable tri gge ring event that have been accrued but not yet paid. The post-termination benefit calculations are based on the following assumptions:

• The amounts di sc l osed are estimates of the amounts which would b e pa i d out to the NEOs ba se d on the triggering event. The actua l amounts can b e d ete rmin e d only at the time o f pa yme nt.

• The amounts disclosed do not include benefits pro v ided under the qualified plan , nonqualified supplemental pl a n and SERP as described in the Pension Benefits se ction and s hown in the Pen s ion Benefits table (at the earliest commencement date without reduction) earlier in t hi s proxy statement , unless expressly noted.

• The amounts disclo se d do not include compensation pre v iou s ly earned and deferred into the EDCP. The year-end account balance s of the NEOs in the E DCP are set forth in the Nonqua li fied Deferred Compensation table earlier in thi s prox y statement.

These amo unts a re p aya ble to the NEO b ased on th e distribution elections m a de b y the NEO at the time the deferral was elected.

• December 31 , 2015 , is the last day of emp lo yment. 104 Corp. 2016 Proxy Statement Table of Contents 4 E ncuth't! CC!r"lper...>.rllcn

• All emp loyees , including the NEOs , are eligible for a full year payout based on actual performance under the STIP if they are employed on December 31 , 2015. The 2015 STIP amounts are provided in the Non-Equity Incentive Plan Compensation column of the SCT.

• The LTIP and Other Equity Awards table below includes stock options , perfonnance shares, perfonnance

-adjusted RSUs , and restricted stock.

• The closing common stoc k price on December 31 , 2015 , the last trading day of the year ($31. 73), is applied to value stock options , performance shares, perfonnance-adjusted RSUs , and restricted stock.

• Actual performance is utilized for the 2013-2015 performance shares and performance-adjusted RSUs. Target payout is assumed for the 2014-2016 performance shares and performance-adjusted RSUs.

• Health care amounts are not provided in most cases since they are available to all employees under the same circumstances.

Retirem e nt/Voluntary Termination In the event of an NEO's retirement or vo luntary termination, other than Mr. Schneider who is not yet retirement eligible , as of December 31, 2015, the NEOs outstanding equity awards wou ld be prorated and vest based on actual performance as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the LTIP and Other Equity Awards table below. The present value of the Qualified Plan , Nonqualified Supplemental Plan, and SERP benefits as shown in the Pension Benefits table reflects commencement of retirement benefits at the NEOs' earliest age necessary to receive pension benefit s without reduction. Messrs. Jones , Pearson , Alexander, and Lash have reached the age and service requirements needed to receive pension benefits without reduction. Ms. Vespoli and Mr. Schneider do not meet the age requirement needed to receive pension benefits without reduction; however they are entit l ed to accrued and vested Qualified Plan , Nonqualified Supplemental Plan , and SERP benefits (for Ms. Vespoli) as show n in the Pension Benefits table. If Ms. Vespoli commences her reduced pension benefit immediately upon termination, the present value of the pension benefits reflected in the Pension Benefits table would increase by $1 , 691 , 800. Mr. Schneider was not yet retirement eligible as of December 31, 2015. Involunta ry Separation In the event of an involuntary separation , the CEO's severance benefits, if any , would be determined by the Committee and approved by your Board. Under the tenns of his concluded service , Mr. Alexander did not receive any payments under the Severance Plan in connection with his conclusion of service in 2015. The other NEOs are covered under the Severance Plan. Under the Severance Plan , executives are offered severance benefits if involuntarily separated when business conditions require the closing of a facility, corporate restructuring , a reduction in workforce, or job e l imination.

Severance is also offered if an executive rejects a job assignment that would result in a material reduction in current base pay; contains a requirement that the executive must make a material relocation from his or her current residence for reasons related to the new job; or results in a material c h ange in the executive's daily commu t e from the executive's curre n t residence to a new r epo r ti n g lo c ation. Any r eass i g n ment which results in the distance from the executive's current residence to his or her new reporting location being at l east 50 miles farther than the distance from the executive's current residence to his or her previous reporting location is considered material.

The Severance Plan provides three weeks of base pay for each full year of service with a minimum of 52 weeks and a maximum severance benefit of 104 weeks of base pay. In the event of a December 31, 2015 involuntary separat ion , severance pay would be provided as follows: Mr. Jones -$2 , 200,000; Mr. Pearson -$1 , 270,000; Ms. Vespoli -$1 , 305 , 577; Mr. Lash -$870,000; and Mr. Schneider

-$1,018 , 558. If Ms. Vespoli commences her reduced pen sion benefit immediately upon 105 FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents termination , the present value of the pension benefits reflected in the Pension Benefits table would increase by $1,691,800. Each of the NEOs would also be provided prorated vest ing for certain outstanding equity as described in the 2015 Post-Termination Compensation and Benefits table and quantified in the L TIP and Other Equity Awards table. Termination Following a CIC As described above , the NEOs, excluding Mr. Jones, were participants in the Existing CIC Plan in 2015. Under the Exist ing CIC Plan, certain enhanced benefits would be provided in the event of a termination without cause or for good reason within two years following a CIC. Under the 2007 Incentive Plan and the 2015 Incentive Plan, it is our customary practice to require a qualifying tennination of employment for acceleration of the vesting of equity awards in the event of a change of control rather than providing for accelerated vesting solely upon a change of control. In the event a NEO accepts benefits under the Existing CIC Plan, the NEO would be prohibited for two years from working for or with competing entities after receiving severance benefits pursuant to the Existing CIC Plan, and would be prohibited from disclosing trade secrets or other confidential infonnation indefinitely.

Generally, pursuant to the Existing CIC Plan and the 2007 Incentive Plan and the 2015 Incentive Plan, a CIC i s deemed to occur: (1) If any person acquires 25 percent or more of our voting securities (excluding acquisitions (i) directly from us , (ii) by us , (iii) by certain employee benefit plans, and (iv) pur sua nt to a transaction meeting the requirements of item (3) below, or (2) If a majority of our directors as of the date of the agreement are replaced (other than in specified circumstances), or (3) The consummation ofa major corporate event (defined to include reorganizations and certain asset sales) unless, following such transaction: (a) The same person or persons who owned our voting securities prior to the transaction own more than 60 percent of our voting securities prior to the transaction , (b) No person or entity (with certain exceptions) owns 25 percent or more of our voting securities, and (c) At least a majority of the directors resulting from the transaction were directors at the time of the execution of the agreement providing for such transaction , or (4) Tf our shareholders approve a complete liquidation or dissolution. For a complete CIC definition see the Existing CIC Plan and the 2007 Incentive Plan and the 2015 Incentive Plan. The CIC severance benefits are triggered only ifthe individual is tenninated without cause or resigns for good reason within two years following a CIC. Good reason is defined as a material change, following a CIC, inconsistent with the individual

's previous job duties or compensation.

The 2007 Incentive Plan and the 2015 Incentive Plan only provides a term in ation without cause provision and does not have a good reason definition for the accelerated vesting of the equity awards. We do not gross up equity or cash awards to cover the tax obligations for executives.

In the event of a December 3 I, 2015 qualifying termination following a CIC, compensation in an amount equal to 2.99 multiplied by the sum of the amount of annual base salary plus the target annual STIP amount in the year during which the date of termination occurs, whether or not fully paid , will be provided as follows: Mr. Jones -$0 due to his waiver of benefits; Mr. Pearson -$3,607,435; Ms. Vespoli -$4,037,995; Mr. Lash$2 , 948 ,1 40; and Mr. Schneider

-$2,719,405.

Additionally, the increase in the present value of the benefits under 106 I FirstEner!:lv Corp. 2016 Proxy Statement Table of Contents the Nonqualified Supplemental Plan and SERP based on the tenns of the CIC Severance Plan , as applicable would provide three additional years of age and service quantified as follow s: Mr. Jones -$0 due to his waiv e r of benefits; Mr. Pearson -$316 , 214; Ms. Vespoli-$705 , 267; Mr. Lash$422 , 319 , a nd Mr. Schneider

-$1 , 507 , 126. Each of the NEOs would a l s o be provided additional a ccelerated ve s ting following a termination for certain outstanding equity as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the L TIP and Other Equity Awards table below. Excise tax and gross-up provisions are not provided under the Existing CIC Plan. D e ath & Di s abilit y In the event of an NEO's death or Disability (as defined in the applicable plan documents) as of December 31 , 2015 , each of the NEOs would also be provided additional accelerated vesting for certain outstanding equity as described in the 2015 Post-Tennination Compensation and Benefits table above and quantified in the L TIP and Other Equity Awards table below. Long-Term Incentive Program (LT/P) and Other Awards In the event of an NE O's retirement or voluntary termination as of December 3 1, 2015, the NEOs would be provided vested outstanding equity or perfonnance cash awards as quantified in the Retirement/Voluntary Termination column of the LTIP and Other Awards table below. In the event of involuntary separation , termination without cause following a CIC, death, or Disability, the NEOs wou ld be provided additional accelerated vesting for certain outstand in g equity or performance cash awards based specifica ll y on the triggering event as quantified in the respective columns of the LTIP and Other Awards table below. Since 2010 , awards of performance-adjusted RSUs and performance shares require a termination without cause following a CIC for accelerated vesting. For purposes of the calculations in the table below, we have assumed the equity awards would be replaced by the successor prior to a termination without cause. Charles E. Jones James F. Pearson A nthony J. A lexander Leila L. Vespoli James H. Lash Donald R. Schneider<

Sl LTIP and Other Awards Additional Payments Due to Termination Retir e m e nt/ Termination Voluntary In vo lunt a r y Without Cause Termination Separation following a Death & (I) (2) CICC3l Disability (4) $3,604,264

$0 $4,5 I I ,323 $0 $2 , 301,969 $0 $2 , 871 , 151 $962 , 593 $9 , 213 , 585 n/a n/a $0 $2 , 657,543 $0 $1 , 759,463 $0 $1,845 , 277 $0 $1 , 671,309 $580 , 000 n/a $2 , 111 , 154 $3 , 251,383 $2 , 148 , 784 (I) The amounts set forth in the Retirement/Voluntary Termination column represent the estimated amounts that would be payable to the NEO as a result of retireme n t/vo lu ntary term i nation on De cember 3 1 , 201 5. L TIP awar d s are prora t e d based on full mon ths o f serv ic e. At th e t ime o f pay men t, th e L TI P awards w ill be adjusted for actual performance.

Un vested stock options and restricted stock are forfeited , including Mr. Pearson's performance-based restricted stock award. Mr. Lash's pe rfo rmance-based cash award is also forfeited.

Mr. Schneider was not eligible to retire as of December 31 , 2015 since he was only 54 years old. (2) The amounts set forth in the Involuntary Separation column represent the estimated additiona l amounts that wou ld be payable to the NEO as a result of a December 31 , 2015 , involuntary s everance. Un ve s ted stock options and L TIP awards are prorated based on full months of service. Mr. Pearson's based restricted stock award and Mr. Lash's performance-based cash award are prorated once the performance condition s have been met. However , as of December 31 , 2015 , the performance conditions have not been met. 107 FirstEner!:IY Corp. 2016 Proxy Statement Table of Contents 4 CoMper:a..::

ior-Mr. Schneider's re stricted stock awa rd is pro-rated if he is terminated w ith o ut cause. At th e tim e of p ay m e nt , the LTIP awar ds w ill be adjusted for ac tu a l performance.

(3) The amounts set forth in the Termi n at i on Without Ca u se fo ll owing a C I C rep r esent the estimated additional amounts that wo uld b e payable to the NEO as a resu lt of the double trigger vest in g of awa rd s. Unvested restricted stock , unvested stock opt i ons , and L TIP awa rd s wo uld fully vest at t arge t in the even t of a t ermi n a ti o n without cause fo llo w ing a C I C. Ms. Vespoli a nd Mr. Schneider cur rentl y h ave un vested stock o pti ons that a r e underw ater based on the s h a re price at fiscal yea r-end. (4) The amo unt s se t forth in the Death & Di sa bility co lumn repre se nt th e amo unts th a t would be p aya ble to the NEO as a re s ult of a death or termination due to Disability.

L TIP awa rds a re prorated ba se d on full months o f service. In the event of a termination due to Di sa bility , the L TIP awards a re payable at the end of the performance p er i od and based o n actual performance. U n vested stock options are prorated based o n full month s of se rvice. All re s tricted stock awards fully ves t , including Mr. P ea r son's p erformance-ba se d re st ri c t e d stock awa rd. Mr. Lash's per formance-based cas h awar d becomes fully vested. Mr. Schneider's re s tri cted stock awa rd is pro-rated du e to death or dis a bility. (5) Since Mr. Schneider was not eligible to retire as of December 31 , 2015, the full value o f hi s payments are reflected in each column and are not additive.

108 FirstEner!:lY Corp. 2016 Proxy Statement Table of Contents 5 So<-"11ly lmportana

.or Security Ownership of Management The following table shows s hares of common stock beneficially owned (as beneficial owners hip is defined in Rule l 3d-3 under the Exchange Act) as of March 8, 2016, by each director, the NEOs , and all directors and execut i ve officers as a gro up. Shares Beneficially Percent of Name Class of Stock Owned(1)(2)

Class(3) Paul T. Add i son Co mmon JOO

• Anthony J. Alexander Common 718 , 350

• Michael J. Anderson Common 1 , 000

• William T. Cott le Co mmon 5,416

• Rob ert B. Heisler, Jr. Common 3,352

• Julia L. Johnson Common 23 , 4 60

• C harle s E. Jones Common 188,223

• Ted J. Kl e i s ner Com m o n 20,925

• Jam es H. Lash Common 156,361

• D o n a ld T. Misheff Com mon 0

• Thomas N. Mitchell Common 156

• Ernest J. Novak , Jr. Common 300

• Christopher D. Pappa s Common 16,474

• Ja m es F. P ea r son Com mon 96 , 682

• Lui s A. Reyes Common 30

• D o n a ld R. S c hneid e r Co mmon 30 , 339

• George M. Smart Common 9,521

• Dr. Jerry Sue Thornton C ommon 173

• Leila L. Vespoli Common 79 , 031

• All Dir ec tors a nd Exec utiv e Officers as a Group (26 people) Com mon 834 , 812 *(3) (I) The a m o unt s set forth in this column include any s h a res w ith r espect to w hich the executive officer , NEO or d ir ector ma y directly or indirectl y h ave so l e or s h ared voting or in ves tment power. The a m o unts a l so include s t ock options and/o r sha re s that h ave b een deferred as equivalent unit s under t he A YE Dir ector's Pl an a nd th e A YE DCD of which th e NE O or dire ctor h as the right to ac qui re beneficial ownership within 60 da ys of March 8, 2016, a nd are as follows: Alexander:

200 , 6 43 shares, John so n: 1 8 , 2 4 8 shares , Jones: 80,2 57 s hare s , Klei s n er: 9 , 586 shares , La s h: 80,257 s har es and all director s and exec uti ve officers as a gro up: 188,348 s hare s. Unless otherwise noted bel ow, each indi v idual or m e mb er of the group has so le voting and inve stmen t power w ith respec t to the s h a re s benefi c iall y ow ned. The amount for Mr. Alexander include s: 55 , 43 7 sha r es for one of his a dult children a nd 500 s h ares in o ne son's FirstEnergy Corp. Savings Plan. Mr. Alexander disclaim s b enefic i a l ownership of such s hare s. The amo unt for Mr. Jones include s: 8 , 842 sha r es in his wife's FirstEnergy Corp. Savings Plan , for which he has shared voting and investment p ower. The amount for Mr. Kleisner includes: 11,339 s h ares in a tru st account jointly he ld with hi s wife, for which he ha s shared voting a nd investment p ower. (2) Deferred shares and o th er amoun t s pay a bl e in stock un der the Director's Plan are he ld as stoc k units a nd are not beneficiall y owned (as beneficial owners hip is defined i n Rule 13d-3 under the Exchan ge Act), and are th erefo r e not includ e d in the t a ble a b ove. However , s uch stock units a r e counted for purposes of non-employee dir ec tor s h are ownership guidelines and tow ards the r eq uir e ment to own not le ss than I 00 s h ares within 90 days of e le ct ion. Th e stoc k unit holdings of the d i r ectors under the Direct or's Plan are as fo ll ows: Addison: 38 , 080, An d erso n: 31 , 11 9 , Cott l e: 29 , 276 , H eisler: 49 , 927, Johnson: 24,561 , Kl e i sner: 15 ,0 29 , Mi s heff: 15 , 029 , Mitchell:

6 59 , Novak: 44 , 300 , Papp as: 21 , 921 , Reye s: 10 , 173, Smart: 55 ,0 42 and Thornton:

4 , 0 69. (3) The p ercentage of sha r es b e n eficia ll y owned b y each director or execu ti ve officer , or by a ll dir ecto r s and exec u tive officers as a gro up , does not exceed one percent of the cla ss. 109 FirstEner!:lv Corp. 2016 Pro x y Statement Table of Contents 5 Oan!f\'1lp &. Olt1or lmpor1a 1*1 1 11tormat km Security Ownership of Certain Beneficial Owners Except as otherwise noted , the following table shows all persons of whom your Company is aware who may be deemed to be the beneficial owner (as beneficial ownership is defined in Rule I 3d-3 under the Exchange Act) of more than five percent of shares of common stock of your Company as of December 31 , 2015. Shares Beneficially Owned Percent of Common Shares Outstand i ng (5) Voting Power Number of Shares Name and Address of Beneficial Owner T. Rowe Price Associates, Inc. (l) I 00 E. Pratt Street Baltimore , MD 21202 State Street Corporation (2) State Street Financial Center, One Lincoln Street Boston , MA 02111 The Vanguard Group (3) 100 Vanguard B l vd. Malvern, PA 19355 BlackRock Inc. (4) 55 East 52nd Street , New York , NY 10055 57 , 411 , 572 31 , 035,986 29,495 , 851 28 , 799 , 717 Sole 13.5% 18 , 498,968 7.3% 0 6.9% 813,242 6.8% 25 , 265,585 (I) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 9 , 2016. (2) Based solely on the most recently available Schedule 13G filed with the SEC on February 12 , 2016. (3) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 10 , 2016. (4) Based solely on the most recently available Schedule 13G/A filed with the SEC on February 10, 2016. Shared 0 31 , 035 , 986 42,000 21,427 Investment Power Number of Shares Sole Shared 57,336 , 722 0 0 31 , 035 , 986 28 , 675 , 684 820, 167 28,778,290 21,427 (5) Percentages of shares beneficially owned are calculated based on the total shares of common stock of your Company outstanding as of March 8 , 2016. 110 Corp. 2016 Proxy Statement Table of Contents 5 o.ne ..

l n*orntatibl' Compensat i on Committee Interlocks and Insider Participation No members of the Compensatio n Committee meet th e criteria to be co n sidered for an int e rlock or insider particip ation. Section 16(a) Beneficial Ownership Reporting Compliance Section I 6(a) of th e Exchange Act requ i res your Company's executive officers and directors to fil e initial reports of owne r shi p and reports of changes in ownership of yo ur Co mp any's common stock w ith the SEC and the NYSE. To your Company's knowledge , for the fiscal year ended December 31, 2015, all Section l 6(a) filing requireme nt s ap pli ca bl e to its executive officers and dir ec tor s we re satisfied except that D e nni s M. C h ack did not timely file one report for a purchase that occurred in November 2015. The pur c hase was s ub se quently report e d on a Form 5. Certain Relationships and Related Person Transactions Based on our size and varied busines s operations , we may engage in transactions (including any financial transaction , arrangement or relationship (including any indebtedness or guarantee of indebtedness))

with companies and other organizations in which a member of y our Board , executive officer, or such person's immediate family member also ma y be a board member , executive officer , or significant investor. In some of these ca ses, such person may have a direct or indirect mat er ial interest in the transaction with your Company. We recognize that related per so n transactions have the potential to create perceived or actual conflicts of interest and could create the appearance that decisions are based on considerations other than the best interests of your Company and its shareholders.

Accordingly, as a general matter , it is our preference to avoid related person transactions. However , there are situations where related per so n tran sa ctions may be in , or may not be incon s istent with, the best interests of your Company and its shareholders.

Your Board ha s determined that it is appropriate and necessary to have a process in place to identify and provide proper review of any related person transactions.

Based on the foregoing , your Board established a written Related Person Transactions Policy (later referred to as the Policy) that has been implemented by the Corporate Governance Committee , in order to effectuate the review , approval , and ratification process surrounding related person transactions.

This Policy supp l ements your Company's other conflict-of-interest policies set forth in the FirstEnergy Conflicts-of-Interest Policy , Code of Business Conduct , and the Board of Directors Code of Ethics and Business Conduct. Related person transactions may be entered into or continue only if a majority of the disintere s ted memb e rs of the Corporate Governance Committee or your Board approves or ratifies the transaction in accordance with the Policy. The Chair of the Corporate Governance Committee also has the delegated authority between meetings to review and detennine whether a transaction should be approved or ratified in accordance with the Policy. In making its decisions , the Corporate Governance Committee , Chair of the Corporate Governance Committee, or your Board will review current and proposed transactions by taking into consideration the Policy , which includes the definitions and terms set forth in Item 404 of Regulation S-K under the Securities Act. As part of the Policy , our management established written review procedures for any transaction , proposed transaction , or any material amendment to a transaction , in which we are currently, or in which we may be, a participant in which the amount exceeds $120,000 , and in which the related person , as defined in Item 404 of Regulation S-K , had or will have a direct or indirect material interest.

We also established procedures to allow us to identify such related persons. Any known related entities of the related persons are distributed to necessary business units so that senior management is made aware of a potential related person transaction or proposed 111 FirstEner!lY Corp. 2016 Proxy Statement Table of Contents S ln1por1t1f1'1 l n*!i r nt3t1oi* transaction involving your Company and a rel a ted entity , As applicable, management brings transactions to the attention of the Corporate Governance Committee, Chair of th e Corporate Govern a nce Committee , or your Board for its review , appro v al , or ratification, When reviewing a transaction , the Corporate Governance Committee , Chair of the Corporate Governance Committee , or your Board reviews the material facts of the related person's relationship to your Company , and his or her interest in the transaction , as well as the aggregate value of such transaction to the Comp a ny , Since January I, 2015 , we participated in the transactions described below , in which the amount involved e xceeded $120 , 000 and in which an y Board m e mbe r , Board member nominee, executive officer , beneficial owner of more than five percent of our common stock , or a member of the immediate famil y of any of the foregoing persons had or will have a direct or indirect m a terial interest Pursuant to the tenns of the Policy, the Corporate Governance Committee and/or the Chair of the Corporate Governance Committee ratified and approved the transactions described below , ML Kenneth A, Strah ser v es the Company as a Director of Revenue Operations and Customer Service Analytics , ML Kenneth Strah has been employed by your Company since 1980 , ML Kenneth Strah is the brother of ML Steven R Strah who has been an executive officer of the Company since February 2015 , From January I , 2015 through April I , 2016 , ML Kenneth Strah received compensation in the aggregate amount of approximately

$301 , 535 , which consisted of base s alary , the STIP paid in 2016 for 2015 perfonnance , and the grant date value of adjusted RSUs granted in 2015 under your Company's LTIP, ML Kennet h Strah's compensation is consistent with the tenns of your Company's compensation programs , No direct reporting relationship exists between ML Kenneth Strah and ML Steven Strah, ML Gary A Chack serves the Compan y as a Staff Environmenta l Coordinator, ML Gary Chack has been employed by the Company since 2005 , ML Gary Chack is the brother of ML Dennis M , Chack who has been an executive officer of your Company since June 2015, From January I, 2015 through April I , 2016, Mr, Gary A , Chack was paid compensation in the aggregate amount of approximately

$136 , 584 , which consisted of base salary and the STIP paid in 2016 for 2015 performance , ML Gary Chack's compensation is consistent with the terms of your Company's compensation programs , No direct reporting relationship exists between ML Gary Chack and ML Dennis Chack ML James A Jones serves your Company as a Distribution Technician , ML James Jones has been employed by your Company since 2005 , ML James Jones is the brother of ML Charles R Jones who is your Company's CEO , From January I , 2015 through April I, 2016 , ML James Jones was paid compensation in the aggregate amount of approximately

$121,463, which consisted of base salary and overtime, and the STIP paid in 2016 for 2015 perfonnance, ML James Jones' compensation is consistent with the terms of your Company's compensation programs , No direct reporting relationship exists between ML James Jones and ML Charles Jones, Since the be g innin g of 2015 , y our Compan y has paid approximatel y $60 million to Professional Electric Products Compan y (Pepco), a value-added packager and distributor serving a range of industries including the utility , electrical construction and industrial markets, Pepco has been a vendor to Company affiliates since 1999 , and in 2015 , your Company was Pepco's largest utility customer, ML Chris Bon sky , the son-in-law of our CFO, James F, Pearson, is employed as a sales representative for Pepco, ML Bonsky's responsibilities include account management for a Company program with purchases from Pepco totaling approximately

$IA million in 2015, ML Bonsky's compensation is not tied directly to sales to your Company or its affiliates

however, he is subject to a bonus that is determined with respect to Pepco's profitability overalL 112 FirstEner(

ly Corp , 2 016 Pro x y Stateme n t Table of Contents 5 5<-< Jrily O*M I>.

tn*orinatiur E quity Compensation Plan Information The following t a ble cont a in s information as of De c ember 31 , 2 015 , regarding compensation plan s for which shares of Fir s tEnergy common stock may be issued. Plan category Equity compensation plans approved by security holders Equity compen s ation plans not approved by security holders Total Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 5 , 298 , 005 (1) 0 5 , 298 , 005 Weighted-Average Exercise Price of Outstanding Options , Warrants and Rights $37.75 (2) N I A $37. 75 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) 9,912 , 357(3) 0 9 , 912 , 357 (1) Represents shares of common stock that could be issued upon exercise of outstanding options granted under the 2007 Incentive Plan and 2015 Incentive Plan. This number al s o include s 2 , 259 , 656 shares subject to outstanding awards of stock based RSUs granted under the 2007 Incentive Plan and 2015 Incentive Plan if paid at target for the three outstanding cycles, as well as 1,925 , 106 additional shares assuming maximum performance metrics are achieved for the 2013-2015 , 2014-2016 and 2015-2017 cycles of stock based RSUs , 11,505 outstanding EDCP related shares to be paid in stock and 439,616 shares related to the Director's Plan that will be paid in stock. Performance shares currently outstanding and cash based RSUs granted under the 2007 Incentive Plan and 2015 Incentive Plan , respectively , are payable only in cash and therefore have not been included in the table. Not reflected in the table are 749 , 849 stock options related to the Allegheny Energy , Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy, Inc.

Long-Term Incentive Plan and 27 , 537 shares related to the A YE Director's Plan and A YE DCD that will be paid in stock per the election of the recipient.

(2) Only FirstEnergy options were included in the calculation for determining the weighted-average exercise price. The weighted-average exercise price for options outstanding under the Allegheny Energy, Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy , Inc. 1998 Long-Term Incentive P l an was $51.20 as of December 31 , 2015. (3) Represents shares available for issuance , assuming maximum performance metrics are achieved (or approximately 11 , 837 , 463 available assuming p e r fo rm a n ce at t a rget) for the 2013 2015 , the 2014-2016 nnd the 2015-2017 c y cle s of s tock-ba s ed R S U s, with r e sp e ct t o futur e awa rd u n d er th e 201 5 Incentive Plan and future accruals of dividends on awards outstanding under the 2007 Incentive Plan and 2015 Incentive Plan. Additional shares may become available again under the 2007 Incentive Plan and 2015 Incentive Plan due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. In addition, nominal amounts of shares may be issued in the future under the A YE Director's Plan and A YE DCD to cover future dividends that may accrue on amounts previously deferred and payable in stock , but new awards are no longer being made under the Allegheny plans or the 2007 Incentive Plan. 113 FirstEner!lv Corp. 2 0 16 Pro x y Statement Table of Contents 2015 Utility Peer Group AMEREN CORP AMERICAN ELECTRIC POWER CO INC CENTERPOINT ENERGY INC CMS ENERGY CORP CONSOLIDATED EDISON INC DOMINION RESOURCES INC DTE ENERGY CO 2015 General Industry Peer Group 3MCO AIR PRODUCTS & CHEMICALS INC ALCOA INC ALTRIA GROUP, INC. AUTOMATIC DATA PROCESSING INC AUTON A TION, INC. A VON PRODUCTS INC BAXTER INTERNATIONAL INC BRISTOL MYERS SQUIBB CO COLGATE PALMOLIVE CO CONAGRA FOODS INC CUMMINS INC DEAN FOODS CO EATON CORP ECOLAB INC EMC CORP EMERSON ELECTRIC CO GENERAL MILLS INC GENUINE PARTS CO Appendix A DUKE ENERGY CORP EDISON INTERNATIONAL ENTERGY CORP EXELON CORP INTEGRYS ENERGY GROUP, INC.* NEXTERA ENERGY INC NiSOURCE INC GOODYEAR TIRE & RUBBER CO HALLIBURTON CO HONEYWELL INTERNATIONAL INC ILLINOIS TOOL WORKS INC INTERNATIONAL PAPER CO JABIL CIRCUIT INC JACOBS ENGINEERING GROUP INC KELLOGG CO KIMBERLY CLARK CORP L 3 COMMUNICATIONS HOLDINGS INC ELI LILLY & CO MARRIOTT INTERNATIONAL INC MEDTRONIC INC MOSAIC CO NAVISTAR INTERNATIONAL CORP NORFOLK SOUTHERN CORP NORTHROP GRUMMAN CORP OCCIDENTAL PETROLEUM CORP ONEOK INC PEPCO HOLDINGS INC PG&E CORP PPL CORP PUBLIC SERVICE ENTERPRISE GROUP SEMPRA ENERGY SOUTHERN CO XCEL ENERGY INC OWENS CORNING PACCAR INC PARKER HANNIFIN CORP PPG INDUSTRIES INC PROGRESSIVE CORP QUALCOMM INC RAYTHEON CO REYNOLDS AMERICAN INC SAIC, INC.* THE SHERWIN WILLIAMS CO STRYKER CORP TEXAS INSTRUMENTS INC TEXTRON INC TRW AUTOMOTIVE HOLDINGS CORP* TYSON FOODS INC UNION PACIFIC CORP WASTE MANAGEMENT INC WHIRLPOOL CORP XEROX CORP *Merger/acquisition occurred in 2015 resulting in the removal from the peer group beginning in fiscal year 2016. A-1 Table of Contents Appendix B Proposed Amendments to Amended Articles oflncorporation and Amended Code of Regulations relating to the replacement of existing supermajority voting requirements with a majority voting power threshold under certain circumstances Proposed Amendments to the Articles AMENDED ARTICLES OF INCORPORATION OF FIRSTENERGY CORP. *** ARTICLE IX Subject to any Preferred Stock Designation, to the extent applicable law permits these Amended Articles of Incorporation expressly to provide or permit a lesser vote than a two-thirds vote otherwise provided by law for any action or authorization for which a vote of shareholders is required, including, without limitation, adoption of an amendment to these Amended Articles of Incorporati9n, adoption of a plan of merger, authorization of a sale or other disposition of all.or substantially all of the assets of the Corporation not made in the usual and regular course of its business or adoption of a resolution of dissolution of the Corporation, such action or authorization shall be by stteh two-thirds v otea majority of the voting power of the Corporation and a majority of the votini: power of any class entitled to vote as a class on such proposal; provided.

however, that the Board of Directors may. in its discretion.

increase the voting requirement to two-thirds of the voting power of the Corooration and thirds of the voting power of any class entitled to vote as a class on such proposal; ttnless the Board ofDireetms of the Corporation shall provide other wise by 1esoltttion, then sttel1 action or attthoriz:ation shall be by the affinnative vote of the holders of sha1es entitling them to exercise a majoiity of the voting power of the Corpo1ation on stteh proposal and a n1ajo1ity of the voting powe1 of any class entitled to 1ote as a class on snC:h pidposal; provided, however; this-Article IX (and any resolution adopted pursuant hereto) shall not alter in any case any greater vote otherwise expressly provided by any provision of these Articles of Incorporation or the Code of Regulations.

For purposes of these Articles of Incorporation, "voting power of the Corporation" means the aggregate voting power of (1) all the outstanding shares of Common Stock of the Corporation and (2) all the outstanding shares of any class or series of capital stock of the Corporation that has (i) rights to distributions senior to those of the Common Stock including, without limitation, any relative, participating, optional, or other special rights and privileges of, and any qualifications, limitations or restrictions on, such shares and (ii) voting rights entitling such shares to vote generally in the election of directors.

AR'fICLEX Notwithstanding anything to the eontiary eontained in these A1ticles oflnco1p01ation, the affirmative of the holders of at least 80% of the voting powe1 of the Corporation, voting togethe1 as a single class, shall be reqttired to a1nend or repeal, or adopt any p1ovision ineonsistent with, A1tiele V, A1ticle VI, A1tiele VH, Attiele VHI 01 this Article JC, provided, howeve1, thatAttiele

)(shall not alter the voting entitleinent ofsha1es that, by virttte ofan:Y Prefened Stoek Designation, a1e expressly entitled to vote on any a1nend1nent to these A1tieles oflneorpo1ation.

• • • Proposed Amendments to the Regulations AMENDED CODE OF REGULATIONS OF FIRSTENERGY CORP. *** B-1 Table of Contents DIRECTORS

• • • 11. Number, Election and Terms of Directors.

Except as may be otherwise provided in any Preferred Stock Designation, the number of the directors of the Corporation will not be less than nine nor more than 16 as may be determined from time to time only (i) by a vote of a majority of the Whole Board, or (ii) by the affirmative vote of the holders of at least lffi% a majority of the voting power of the Corporation, voting together as a single class; provided, however, that the Board of Directors may, in its discretion, increase the voting requirement to two-thirds of the voting power of the Corporation.

Except as may be otherwise provided in any Preferred Stock Designation, at each annual meeting of the shareholders of the Corporation, the directors shall be elected by plurality vote of all votes cast at such meeting and shall hold office for a term expiring at the following annual meeting of shareholders and until their successors shall have been elected; provided, that any director elected for a longer term before the annual meeting of shareholders to be held in 2005 shall hold office for the entire term for which he or she was originally elected. Except as may be otherwise provided in any Preferred Stock Designation, directors may be elected by the shareholders only at an annual meeting of shareholders.

No decrease in the number of directors constituting the Board of Directors may shorten the term of any incumbent director.

Election of directors of the Corporation need not be by written ballot unless requested by the presiding officer or by the holders of a majority of the voting power of the Corporation present in person or represented by proxy at a meeting of the shareholders at which directors are to be elected. *** 13. Removal. Except as may be otherwise provided in any Preferred Stock Designation, any director or the entire Board of Directors may be removed only upon the affirmative vote of the holders of at least lffi'*ra majority of the voting power of the Corporation, voting together as a single class; provided.

however, that the Board of Directors may, in its discretion, increase the voting requirement to two-thirds of the voting power of the Comoration.

• • • GENERAL *** 36. Amendments.

Except as otherwise provided by law or by the Articles oflncorporation or this Code of Regulations, these Regulations or any of them may be amended in any respect or repealed at any time at any meeting of shareholders or otherwise by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation, provided that any amendment or supplement proposed to be acted upon at any -such meeting lia-s been described or -referred to in the notice of such meeting. Notwithstanding -the foregoing sentence or anything to the contrary contained in the Articles oflncorporation or this Code of Regulations, Regulations I, 3(a), 9, 11, 12, 13, 14, 31 and 36 may not be amended or repealed by the shareholders, and no provision inconsistent therewith may be adopted by the shareholders, without the affirmative vote of the holders of at least lffi'*ra majority of the voting power of the Corporation, voting together as a single class; provided, however, that the Board of Directors may. in its discretion, increase the voting requirement to two-thirds of the voting power of the Corporation.

Notwithstanding the foregoing provisions of this Regulation 36, no amendment to Regulations 31, 32, or 33 will be effective to eliminalt:

or <liminish the righfs of persons specified in those Regulations-existing at tlie time immediately preceding such amendment.

-B-2 Table of Contents Appendix C Proposed Amendment to Amended Code of Regulations to implement proxy access 14. Nominations of Directors; Election. (a) Except as may be otherwise provided in any Preferred Stock Designation, only persons who are nominated in accordance with this Regulation 14 will be eligible for election at a meeting of shareholders to be members of the Board of Directors of the Corporation. (b) Nominations of persons for election as directors of the Corporation may be made only for elections to be held at an annual meeting of shareholders and only (i) by or at the direction of the Board of Directors or a committee thereof-or. (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided for in this Regulation 14, who is entitled to vote for the election of directors at such meeting, and who complies with the procedures set forth in. this Regulation 14 or (iii) by one or more Eligible Shareholders (as defined below) pursuant to and in accordance with Regulation 14(d). All nominations by shareholders must be made pursuant to timely notice in proper written form to the Secretary. (c) To be timely, a shareholder's notieeFor nominations of persons for election as directors of the Corooration (other than a nomination for director pursuant to Regulation 14(d)) to be timely. notice delivered by a shareholder who intends to appear in person or by proxy and nominate a person for election as a director of the ComoratiOn at an annual meeting of shareholders (such notice. the "Nomination Notice") containing the Required Information Cas defined below) must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 nor more than 60 calendar days prior to the annual meeting of shareholders; provided, however, that in the event that public announcement of the date of the annual meeting is not made at least 70 calendar days prior to the date of the annual meeting, notice by the shareholder to be timely must be so received not later than the close of business on the 10th calendar day following the day on which public announcement is first made of the date of the annual meeting. To be in proper Mitten form, sneh shareholder's notice by the Corooration.

In no evenf shafl any adjournment or postv-onement of a shareholders' meeting. or the public announcement thereof. commence a new time period for the giving ofa Nomination Notice as described above. except as required by law. (d) The Corooration shall include in its proxy statement and proxy for any annual meeting of shareholders (collectively.

the "Proxy Materials").

together with any information required to be included in a proxy statement filed pursuant to the rules and regulations of the Securities and Exchange Commission and. if the Eligible Shareholder so elects. a Statement (as defined below). the name of any person nominated for election to the Board of Directors (the "Shareholder Nominee")

by a shareholder.

or a group of no more than 20 shareholders.

who satisfies the requirements of this Regulation 14(d) (an "Eligible Shareholder")

and who expressly elects at the time of providing the written notice required by this Regulation 14(d) to have its nominee included in the Proxy Materials pursuant to this Regulation 14(d). For pumoses of any representation.

agreement or other undertaking required by this Regulation 14(d). the term "Eligible Shareholder" shall include each member of any group forming an Eligible Shareholder.

Such written notice shall consist of a copy of Schedule l 4N filed with the Securities and Exchange Commission in accordance with Rule l 4a-18 of the Securities Exchange Act of 1934. as amended. or any successor schedule or form filed with the Securities and Exchange Commission in accordance with Rule l 4a-l 8 of the Securities Exchange Act of 1934. as amended. or any successor provision.

the Required Information and the other information required by this Regulation 14(d) Call such information collectively referred to as the "Proxy Notice").

and such Proxy Notice shall be delivered to the Comoration in accordance with the procedures and at the times set forth in this Regulation 14(d). Ci) To be timely;*i:he Proxy Notice mus-t be delivered to or maiied. and-received at the-pnnclpal executive offices of the -Col-poration no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversarv of the date that the Comoration issued its Proxy Materials for the previous year's annual meeting of shareholders:

provided.

however. that in the event that the date of the annual meeting is more than 30 calendar days before or more than 60 calendar days after the first anniversarv of the previous year's annual C-1

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..... Table of Contents meeting of shareholders, the Proxy Notice, to be timely, must be delivered to or mailed and received at the principal executive offices of the Comoration not later than CA) 150 calendar days prior to the date of such annual meeting or (B) if the first public announcement of the date of such annual meeting is less than 150 calendar days prior to the date of such annual meeting, 10 calendar days following the day on which public announcement is first made by the Comoration of the date of such meeting. (ii) The Comoration shall not be required to include, pursuant to this Regulation 14(d), any Shareholder Nominee in the Proxy Materials CA) for which the Secretarv of the Comoration receives a Nomination Notice pursuant to which the nominating shareholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for director set forth in Regulation 14(c), (B) whose election as a member of the Board of Directors would cause the Comoration to be in violation of these Regulations, the Articles of Incomoration of the Comoration, the rules and listing standards of the principal U.S. exchange upon which the Common Stock of the Comoration is listed. any applicable state or federal law, rule or regulation, or the Comoration's publicly disclosed policies and procedures CC) who is or has been within the past three years. an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914. as amended, CD) who is a named subject of a pending criminal proceeding or has been convicted in such a criminal proceeding within the past 10 years (excluding traffic violations and other minor offenses) or (E) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933; as amended, or any successor provision. (iii) The maximum number of Shareholder Nominees appearing in the Proxy Materials with respect to an annual meeting of shareholders shall not exceed 20% of the number of directors in office as of the last day on which the Proxy Notice may be delivered or received or. if such amount is not a whole number, the closest whole number below 20%. and in any event. not less than two Shareholder Nominees.

In the event that one or more vacancies for any reason occurs on the Board of Directors after the last day on which the Proxy Notice may be delivered or received but before or as of the annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Shareholder Nominees included in the Proxy Materials shall be calculated based on the number of directors in office as so reduced. Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in Proxy Materials pursuant to this Regulation 14Cd) but either are subsequently withdrawn after the last day on which the Proxy Notice may be delivered or received or whom the Board of Directors itself determines to nominate for election shall. for the pumoses of this Regulation 14(d)Ciii), count as Shareholder Nominees appearing in the Proxy Materials.

Each Eligible Shareholder shall rank each Shareholder Nominee it submitted for inclusion in the Proxy Materials and in the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Regulation 14(d) exceeds this maximum number. the highest ranked Shareholder Nominee from the Eligible Shareholder owning the greatest number of shares of stock of the Comoration will be selected for inclusion in the Proxy Materials first. followed by the highest ranked Shareholder Nominee of the Eligible Shareholder holding the next greatest number of shares of stock of the Com oration, and continuing on in that manner until the maximum number of Shareholder Nominees is reached. CivY Fo-r pumoses of this Regulation 14(d), an Eligible Shareholder shall be deemed to own only those outstanding shares of Common Stock of the Comoration as to which the shareholder possesses both (A) the full voting and investment rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares: provided that the number of shares calculated in accordance with clauses CA) and CB) shall not include any shares (1) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (2) borrowed by such shareholder or any of its affiliates for any pumoses or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell, or (3) subject to any option, warrant. forward contract.

swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding Common Stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such shareholder's or its C-2 Table of Contents affiliates' full right to vote or direct the voting of any such shares. or (y) hedging. offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or affiliate.

Further. for pumoses of this Regulation 14(d). an Eligible Shareholder shall be deemed to own shares held in the name of a nominee or other intermediarv so long as the shareholder retains the right to recall the shares for voting purposes.

represents that they will vote such shares at the applicable shareholder meeting and possesses the full economic interest in the shares. An Eligible Shareholder's ownership of shares shall be deemed to continue during any period in which the shareholder has delegated any voting power by means of a proxy. power of attorney or other instrument or arrangement that is revocable at any time by the shareholder.

The terms "owned." "owning" and other variations of the word "own" shall have correlative meanings.

Whether outstanding shares of the Common Stock of the Comoration are owned for pumoses of this Regulation 14(d) shall be detennined by the Board of Directors or a committee thereof. in its reasonable discretion.

For the pumoses of this Regulation 14(d)(iv).

the term "affiliate" or "affiliates" shall have the meaning ascribed thereto under the rules and regulations of the Securities Exchange Act of 1934. as amended. No shares of stock of the Comoration may be attributed to more than one group constituting an Eligible Shareholder and no shareholder or beneficial owner. alone or together with any of its affiliates.

may be a member of more than one group constituting an Eligible Shareholder.

Furthermore.

two or more funds that are CA) under common management and investment control. (B) under common management and funded primarily by the same employer or CC) a "group of investment companies." as such term is defined in the Investment Company Act of 1940. as amended. shall be treated as one shareholder for pumoses of determining Eligible Shareholder status. (v) An Eligible Shareholder must have owned 3% or more of the Corporation's issued and outstanding Common Stock continuously for at least three years (the "Required Shares") as of each of the date the Proxy Notice is delivered to or received by the Comoration.

the date the Proxy Notice is required to be delivered to or received by the Comoration in accordance with this Regulation 14(d) and the record date for determining shareholders entitled to vote at the annual meeting. and must continue to hold the Required Shares through the date of the annual meeting. Within the time period specified in this Regulation 14(d) for delivery of the Proxy Notice. an Eligible Shareholder must provide the following information in writing to the Secretary of the Comoration:

CA) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within three calendar days prior to the date the Proxy Notice is delivered to or received by the Comoration.

the Eligible Shareholder owns. and has owned continuously for the preceding three years. the Required Shares. and the Eligible Shareholder's agreement to provide. within five business days after each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date for the annual meeting. written statements from the record holder and intermediaries verifying the Eligible Shareholder's continuous ownership of the Required Shares through each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date. along with a written statement that the Eligible Shareholder will continue to hold the Required Shares through the date of the annual meeting; (B) the Required Information.

together with the written consent of each Shareholder Nominee to being named in the Proxy Statement as a nominee; CC) a representation that (1) the Eligible Shareholder acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Comoration.

and does not presently have such intent, (2) the Eligible Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this Regulation 14Cdl. (3) the Eligible Shareholder has not engaged and will not engage in. and has not and will not be a "participant" in another person's. "solicitation" within the meaning of Rule 14a-l (!) under the Securities Exchange Act of 1934. as amended. or any successor provision.

in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee or a nominee of the Board of Directors.

(4) that the Shareholder Nominee(s) is or are eligible for inclusion in the Proxy Materials under Regulation 14(d)(ii) and (5) the Eligible Shareholder will not distribute to any shareholder any proxy for the annual meeting other than the form distributed by the Corporation.

CD) an undertaking that the Eligible Shareholder agrees to (1) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder's communications with the shareholders of the Corporation or out of the information that the Eligible Shareholder provided to the Corporation.

(2) comply with all other laws and regulations applicable to C-3 Table of Contents any solicitation in connection with the annual meeting, and (3) provide to the Corporation prior to the election of directors such additional information as requested with respect thereto, including any other certifications, representations or undertakings as the Corporation may reasonably request. CE) in the case of a nomination by a group of shareholders that together is an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination, CF) an undertaking that the Eligible Shareholder agrees to immediately notify the Comoration ifthe Eligible Shareholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting and CG) in the case of a nomination by an Eligible Shareholder that includes a group of funds whose shares are aggregated for pumoses of constituting an Eligible Shareholder, an undertaking that the Eligible Shareholder agrees to provide all documentation and other information reasonably requested by the Comoration to demonstrate that the funds satisfy Regulation 14(d)(iv).

If the Eligible Shareholder does not comply with each of the applicable representation, agreements and undertakings set forth in this Regulation 14(d)(v), or the Eligible Shareholder provides information to the Comoration regarding a nomination that is untrue in any material respect or omitted to state a material fact necessaty in order to make a statement made, in light of the circumstances under which it was made, not misleading, the Shareholder Nominee(s) nominated by such Eligible Shareholder shall be deemed to have been withdrawn and will not be included in the Proxy Materials. (vi) The Eligible Shareholder may provide to the Secretazy of the Comoration, at the time the information required by this Regulation 14(d) is first provided.

a written statement (the "Statement")

for inclusion in the Proxy Materials, not to exceed 500 words, in support of the Shareholder Nominee's candidacy.

Notwithstanding anything to the contrazy contained in this Regulation 14(d), the Comoration may omit from the Proxy Materials any information or Statement that it. in good faith. believes is materially false or misleading.

omits to state any material fact or would violate any applicable Jaw or regulation.

If multiple members of a shareholder group submit a statement for inclusion, the statement received by the Eligible Shareholder owning the greatest number of shares will be selected. (vii) On or prior to the date the Proxy Notice is required to be delivered or received by the Comoration as specified in this Regulation 14(d), a Shareholder Nominee must deliver to the Secretazy of the Comoration the written questionnaire required of directors and officers.

The Shareholder Nominee must also deliver to the Comoration such additional information as the Comoration may request to permit the Board of Directors to determine ifthe Shareholder Nominee is independent under the rules and listing standards of the principal U.S. exchange upon which the Comoration's Common Stock is listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of its directors.

If the Board of Directors determines in good faith that the Shareholder Nominee is not independent under any of these standards, the Shareholder Nominee will be deemed to have been withdrawn and will not be included in the Proxy Materials.

If a Shareholder Nominee or an Eligible Shareholder fails to continue to meet the requirements of this Regulation 14(d) or if the Eligible Shareholder fails to meet the all of the requirements of the notice provisions set forth in Regulation 14(d)(v) or if a Shareholder Nominee dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director prior to the annual meeting of shareholders:

CA) the Comoration may, to the extent feasible, remove the name of the Shareholder Nominee and the Statement from its proxy statement.

remove the name of the Shareholder Nominee from its form of proxy and/or otherwise communicate to its shareholders that the Shareholder Nominee will not be eligible for nomination at the annual meeting of Shareholders:

and CB) the Eligible Shareholder may not name another Shareholder Nominee or, subsequent to the date on which the Proxy Notice is required to be delivered to or received by the Comoration, otherwise cure in any way any defect preventing the nomination of the Shareholder Nominee at the annual meeting of Shareholders.

On or orior to the date the Proxy Notice is required to be delivered to or received by the Comoration as specified in this Regulation 14(d), a Shareholder Nominee must deliver to the Secretazy of the Corporation a written representation and agreement that such person Ci) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entitv as to how such person, if elected as a director of the Comoration, will act or vote on any issue or question that has not been disclosed to the Comoration, (ii) is not and will not become a partv to any agreement.

arrangement or C-4 Table of Contents understanding with any person or entity other than the Comoration with respect to any direct or indirect compensation.

reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Comoration.

and (iii) will comply with all the Comoration comorate governance.

conflict of interest, confidentiality and stock ownership and trading policies and guidelines. and any other the Comoration policies and guidelines applicable to directors.

If the Shareholder Nominee fails to comply with any of the requirements included in this paragraph or this Regulation 14(d). the Shareholder Nominee will be deemed to have withdrawn and will not be included in the Proxy Materials. (viii) Any Shareholder Nominee who is included in the Proxy Materials for an annual meeting of shareholders but either (A) withdraws from or becomes ineligible or unavailable for election at the annual meeting. or (B) does not receive at least 25% of the voting power of the Comoration in favor of the election of such Shareholder Nominee. will be ineligible to be a Shareholder Nominee pursuant to this Regulation 14 (d) for the next two annual meetings of the Comoration. Furthermore. notwithstanding the provisions of this Regulation 14(d). unless otherwise required by law or otherwise determined by the Board of Directors.

if (A) the Eligible Shareholder or (B) a qualified representative of the Eligible Shareholder does not appear at the applicable annual meeting to present its Shareholder Nominee or Shareholder Nominees.

such nomination or nominations shall be disregarded.

and no vote on such Shareholder Nominee or Shareholder Nominees will occur. notwithstanding that proxies in respect of such vote may have been received by the Comoration.

For purposes of this Regulation 14(d)(viii).

to be considered a qualified representative of an Eligible Shareholder.

a person must be authorized by a writing executed by such Eligible Shareholder or an electronic transmission delivered by such Eligible Shareholder to act for such Eligible Shareholder as proxy at the applicable annual meeting and such person must produce such writing or electronic transmission.

or a reliable reproduction of the writing or electronic transmission.

at the applicable annual meeting. (ix) Notwithstanding anything in this Regulation 14(d) to the contrarv.

in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors.

and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 130 calendar days prior to the first anniversary of the preceding year's annual meeting. a Proxy Notice shall also be considered timely. but only with respect to nominees for any new positions created by such increase and only to the extent the increase in the size of the board increases the number of nominees permitted under Regulation 14(d)(v).

if it shall be delivered to or received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth calendar day following the day on which such public announcement is first made by the Corporation. (e) In addition to other information required to be provided pursuant to this Regulation

14. to be in proper written form. each Nomination Notice and Proxy Notice must set forth or include (the following.

collectively referred to as the "Required Information"): (i) the name and address, as they appear on the Corporation's books, of the shareholder or group of shareholders giving thesuch notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the shareholder or group of sharehOlders giving thesuch notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in thesuch notice; (iii) the class and number of shares of stock of the Corporation owned beneficially and of record by the shareholder or group of sharellOiders giving thesuch notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the shareholder or group of shareholders giving thesuch notice, (B) the beneficial owner on whose behalfthesuch notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder or group of shareholders giving thesuch notice; (v) such other information regarding each nominee proposed by the shareholder or group of shareholders giving thesuch notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors;

'lmd-(vi) the signed consent of each nominee to serve as a director of the C-5 Table of Contents Corporation if so elected7 and (vii) in the case of a Proxy Notice. ifthe Eligible Shareholder so elects, a Statement.

ill The presiding officer of any annual meeting may, if the facts 1111anant,shall have the power to determine and declare to the meeting whether a nomination was made in accordance with the procedures urescribed by the Code of Regulations.

and if the uresiding officer should so determine that asuch nomination was not made in aeeordaneecompliance with thisthe Code ofRegulationi-M, and if he or she shonld so determine, he or she wilt-so-declare to the meeting, and the that no action shall be taken on such nomination and such defective nomination wffishall be disregarded.

Notwithstanding the foregoing provisions of this Regulation 14, a shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Regulation

14. C-6 Table of Contents

--.. Rhonda S. Ferguson Vice President and Corporate Secretary

Dear Shareholder:

76 South Main Street Akron, Ohio 44308 April 1, 2016 You are cordially invited to attend the 2016 FirstEnergy Corp. Annual Meeting of Shareholders on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio. If you plan to attend this meeting, you must register in advance. For information on how to register, see the "Attending the Annual Meeting" section of the "Questions and Answers about the Annual Meeting" of the proxy statement.

As you may recall, you previously consented to accessing FirstEnergy's annual reports and proxy statements on the Internet instead of receiving paper copies. The annual report, proxy statement and all other proxy material related to the 2016 FirstEnergy Corp. Annual Meeting of Shareholders may be accessed and viewed at www.ViewMaterial.com/FE.

The Notice of Annual Meeting of Shareholders is printed on the back of this letter. The notice and proxy statement contain important information about proxy voting and the business to be conducted at the meeting. We encourage you to read it carefully before voting. Your Board of Directors recommends that you vote "FOR" Items 1 through 5 and "AGAINST" each of the shareholder proposals, which are Items 6 through 9. Enclosed is your proxy card, which provides instructions to appoint your proxy and vote your shares. We encourage you to take advantage of the Internet or telephone voting options. Instructions regarding Internet and telephone voting are provided on the enclosed proxy card and are available at www.ViewMaterial.com/FE.

Please note that since you already have consented to accessing FirstEnergy's annual reports and proxy statements on the Internet, it is not necessary when voting your shares to again provide consent. If you wish to receive a paper copy of the annual report and proxy statement with your proxy card in the future, or if you would like a paper copy of this year's documents, please call Shareholder Services at (800) 736-3402, or call Corporate Election Services at (800) 516-1564, or access the website www.SendMaterial.com and follow the instructions provided, or send an email to papercopy@SendMaterial.com with your 11-digit control number in the email's subject line. This notice and proxy statement is being mailed to shareholders on or about April 1, 2016. Your vote and support are important to us. Thank you in advance for voting promptly.

Sincerely, Important Note Regarding Voter Participation.

Pursuant to applicable rules, if your shares are held in a broker account, you must provide your broker with voting instructions for all matters to be voted on at the Annual Meeting of Shareholders except for the ratification of PricewaterhouseCoopers LLP as FirstEnergy Corp.'s independent registered public accounting firm. Your broker does not have the discretion to vote your shares on any other matters without the specific instruction from you to do so. Please take time to vote your shares!

Table of Contents Notice of Annual Meeting of Shareholders April 1, 2016 To the Holders of Shares of Common Stock: The 2016 FirstEnergy Corp. Annual Meeting of Shareholders (later referred to as the Annual Meeting or the Meeting) will be held on Tuesday, May 17, 2016, at 8:00 a.m., Eastern Time, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio. The purpose of the Meeting will be to:

• Elect the 14 nominees to the Board of Directors named in the proxy statement to hold office until the 2017 annual meeting of shareholders and until their successors shall have been

• Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016;

• Advisory vote to approve named executive officer compensation;

• Approve a management proposal to amend the Company's Amended Articles oflncorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold, under certain circumstances;

• Approve a management proposal to amend the Company's Amended Code of Regulations to implement proxy access;

• Vote on four shareholder proposals, if properly presented at the Meeting; and

• Take action on other business that may come properly before the Meeting and any adjournment or postponement thereof. Please carefully review this notice, the annual report and the proxy statement and vote your shares by following the instructions on your proxy card/voting instruction form to ensure your representation at the Meeting. Only shareholders of record as of the close of business on March 18, 2016, or their proxy holders, may vote at the Meeting. If you plan to attend the Annual Meeting, you must register in advance. See the questions and answers "Attending the Annual Meeting" section of the proxy statement for instructions on how to register.

On behalf of the Board of Directors, Rhonda S. Ferguson Vice President and Corporate Secretary Akron, Ohio Table of Contents F1rstEnergx . ---..... " c/o Corporate Election Services P.O. Box 3230 Pittsburgh, PA 15230 ELECTRONIC ACCESS OF FUTURE PROXY MATERIALS To assist us in reducing the cost of mailing proxy materials, you can consent to access all future proxy statements, annual reports and other related materials via the Internet (no paper copies would be received unless applicable regulations require delivery of printed materials.)

To consent, please follow the instructions provided when you vote by Internet or telephone.

Or, if voting by mail, check the box at the bottom of the reverse side of this proxy/voting instruction form and return it in the envelope provided.

Your vote must be received by 7:00 a.m., Eastern Time, on Tuesday, May 17, 2016, to be counted in the final tabulation, except for participants in the FirstEnergy Corp. Savings Plan. If you are a participant in the FirstEnergy Corp. Savings Plan, your vote must be received by 6:00 a.m., Eastern Time, on Monday, May 16, 2016, to be counted in the final tabulation.

Your vote is important!

Even if you plan to attend our annual meeting in person, please cast your vote as soon as possible by: Internet Access the Internet site and cast your vote: www.cesvote.com OR Telephone OR Call Toll-Free:

Scan with a mobile device 1-888-693-8683 Access to voting is available 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> a day, 7 days a week. OR Mail Return your proxy/voting instruction form in the postage-paid envelope provided If you vote by telephone or Internet, please do not return your proxy/voting instruction form. II >i&-Please sign and date the proxy/voting instruction form below and fold and detach at the perforation before mailing. -i. ArstEnemx

-.. This proxy/voting instruction form is solicited by the Board of Directors for the Annual Meeting of Shareholders on May 17, 2016 ProxyNoting Instruction Form The undersigned appoints Rhonda S. Ferguson, Daniel M. Dunlap, and Jennifer L. Geyer as Proxies with the power to appoint their substitutes; authorizes them to represent and to vote, as directed on the reverse side, all the shares of common stock of FirstEnergy Corp. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on May 17, 2016, at the John S. Knight Center, 77 E. Mill Street, Akron, Ohio at 8:00 a.m., Eastern Time, or at any adjournment or postponement thereof; and authorizes them to vote, at their discretion, on other business that properly may come before the meeting. If applicable, as a participant and "named fiduciary" in the FirstEnergy Corp. Savings Plan, this form also serves as voting instructions to State Street Bank and Trust Company, as Trustee for shares held in the Plan. The Trustee will vote all shares as instructed by Plan participants and the shares for which the Trustee does not receive timely voting instructions will be voted by the Trustee in the same proportion as the shares held under the Plan for which the Trustee receives voting instructions.

Date: ---------------------

Signature Signature Sign above as name(s) appear on this proxy/voting instruction form. If signing for a corporation or partnership or as an agent, attorney or fiduciary, indicate the capacity in which you are signing.

Table of Contents ADMISSION CARD If you plan to attend the Annual Meeting, you must register in advance by following the instructions included in the "Questions and Answers about the Annual Meeting" section of the proxy statement.

Also, if you plan to attend the Annual Meeting, please follow the related instructions when voting by telephone or Internet, or if voting by mail, check the box at the bottom of this proxy/voting instruction form and return it in the envelope provided.

Please bring this card if you choose to attend the Annual Meeting. FirstEnergy Corp. Annual Meeting of Shareholders Tuesday, May 17, 2016, at 8:00 a.m. Eastern Time John S. Knight Center 77 E. Mill Street, Akron, OH For personal use of the named shareholder(s)

-not transferable.

If you registered to attend the Annual Meeting, please present this card at the reception desk upon arrival and please bring a valid form of government-issued photo identification for admission to the Annual Meeting. YOUR VOTE IS IMPORTANT Regardless of whether you plan to attend the Annual Meeting of Shareholders, please ensure your shares are represented at the meeting by promptly voting by telephone or Internet or by returning your proxy/voting instruction form in the enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 17, 2016. FirstEnergy Corp.'s proxy statement and annual report are available at www.ReadMaterial.com/FE . . "-Plea.se s.ign and date.the instr:_uction form below and and detach at the perforation before mailing. "-When properly executed, your proxy/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted FOR Items 1 through 5 and AGAINST Items 6 through 9. Your Board of Directors recommends a vote FOR Items 1 through 5. 1. Election of Directors:

D FOR all nominees listed below 0 WITHHOLD AUTHORITY (except as indicated to the contrary below) to vote for all nominees listed below Nominees:

(01) Paul T. Addison (05) Julia L. Johnson (09) Thomas N. Mitchell (13) George M. Smart (02) Michael J. Anderson (06) Charles E. Jones (10) Ernest J. Novak, Jr. (14) Dr. Jerry Sue Thornton (03) William T. Cottle (07) Ted J. Kleisner (11) Christopher D. Pappas (04) Robert B. Heisler, Jr. (08) Donald T. Misheff (12) Luis A. Reyes To withhold authority to vote for individual Nominee(s), write the name(s) or number(s) on the line below: 2. Ratify the Appointment of the Independent Registered Public Accounting Firm DFOR DAGAINST 3. Advisory Vote to Approve Named Executive Officer Compensation 0 FOR DAGAINST 4. Approval to Amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold under certain circumstances 0 FOR 0 AGAINST 5. Approval to Amend the Company's Amended Code of Regulations to Implement Proxy Access 0 FOR DAGAINST Your Board of Directors recommends a vote AGAINST Items 6 through 9. 6. Shareholder proposal:

Report-Lobbying Related 0 FOR 0AGAINST 7. Shareholder proposal:

Report-Climate Change Related 0 FOR DAGAINST DABSTAIN DABSTAIN 0 ABSTAIN DABSTAIN 0 ABSTAIN 0 ABSTAIN

8. Shareholder proposal:

Director Election Majority Vote Standard 9. Shareholder proposal:

Simple Majority Vote 0 FOR 0 FOR 0 AGAINST 0 ABSTAIN 0 AGAINST 0 ABSTAIN D Check this box if you consent to accessing, in the future, the annual report, proxy statement and any other related material via the Internet (no paper copies unless applicable regulations require delivery of printed proxy materials).

D If you plan to attend the Annual Meeting in-person on May 17, 2016 in Akron, Ohio, check this box to register in advance. SIGN ON THE REVERSE SIDE. (Back To Top)