-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PW9Wtqfm7TDOQOXUNP+sMpTdA2RBECKWx3btqciSCpGBltRYT4jkzHrlnzcTGvUl wdWFJRbfrdCi7WZU41HWrw== 0000774197-96-000003.txt : 19960105 0000774197-96-000003.hdr.sgml : 19960105 ACCESSION NUMBER: 0000774197-96-000003 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960104 EFFECTIVENESS DATE: 19960104 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERIOR ENERGY CORP CENTRAL INDEX KEY: 0000774197 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341479083 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-04788 FILM NUMBER: 96500934 BUSINESS ADDRESS: STREET 1: 6200 OAK TREE BLVD CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 2164473100 MAIL ADDRESS: STREET 1: PO BOX 94661 CITY: CLEVELAND STATE: OH ZIP: 44101-4661 FORMER COMPANY: FORMER CONFORMED NAME: NORTH HOLDING CO /OH/ DATE OF NAME CHANGE: 19851002 S-8 POS 1 January 4, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Attn: Filing Room, Stop 1-4 Gentlemen: For the purpose of removing shares of the Company's Common Stock, registered but remaining unissued under the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, Registration Statement File No. 33-4788, the Issuer, Centerior Energy Corporation, hereby files with the Commission Post- Effective Amendment No. 6 to said Registration Statement. All periodic reports required of the Company under the Securities Exchange Act of 1934 and, to the best of the Company's knowledge, required of its officers and directors under that Act, have been filed and are complete. If you have any questions regarding the enclosed material, please phone me at (216) 447-2312. Sincerely, JANIS T. PERCIO Janis T. Percio Secretary JTP:nms Enclosures As filed with the Securities and Exchange Commission on January 4, 1996 File No. 33-4788 ================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 6 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _________________ CENTERIOR ENERGY CORPORATION (Issuer of equity securities being offered) OHIO 34-1479083 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) P. O. Box 94661, Cleveland, Ohio 44101-4661 (Address of Principal Executive Offices) (Zip Code) 1978 KEY EMPLOYEE STOCK OPTION PLAN As Amended of THE CLEVELAND ELECTRIC ILLUMINATING COMPANY the obligations of which have been assumed by CENTERIOR ENERGY CORPORATION E. LYLE PEPIN, Assistant Secretary Centerior Energy Corporation P.O. Box 94661 Cleveland, Ohio 44101-4661 (Name and Address of Agent For Service) (216) 447-3100 (Telephone Number, Including Area Code of Agent For Service) THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 1978 KEY EMPLOYEE STOCK OPTION PLAN POST-EFFECTIVE AMENDMENT NO. 6 Centerior Energy Corporation hereby removes from registration, by means of this Post-Effective Amendment No. 6, the 386,627 shares of the Company's Common Stock registered but remaining unsold at the termination of the offering under the 1978 Key Employee Stock Option Plan ("Plan"). The offering under the Plan has been terminated pursuant to the terms of the Plan. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits See Exhibit Index and exhibit following. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant and Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 6 to Registration Statement No. 33-4788 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland and State of Ohio, on the 4th day of January, 1996. CENTERIOR ENERGY CORPORATION Registrant By JANIS T. PERCIO Janis T. Percio, Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 6 to Registration Statement No. 33-4788 has been signed below by the following persons in the capacities and on the date indicated: Signature Title Date (i) Principal executive officer: *ROBERT J. FARLING Chairman, President } and Chief Executive } Officer } (ii) Principal financial officer: } *TERRENCE G. LINNERT Senior Vice } President and Chief } Financial Officer } (iii) Principal accounting officer: } *E. LYLE PEPIN Controller } } (iv) Directors: }January 4, 1996 *RICHARD P. ANDERSON Director } *ALBERT C. BERSTICKER Director } *LEIGH CARTER Director } *THOMAS A. COMMES Director } *WILLIAM F. CONWAY Director } *WAYNE R. EMBRY Director } *ROBERT J. FARLING Director } *RICHARD A. MILLER Director } *FRANK E. MOSIER Director } *SISTER MARY MARTHE } REINHARD, SND Director } *ROBERT C. SAVAGE Director } *WILLIAM J. WILLIAMS Director } *By JANIS T. PERCIO Janis T. Percio, Attorney-in-Fact EXHIBIT INDEX Exhibit Filed Herewith The following exhibit is filed herewith and made a part hereof: Exhibit Number Description 24 Powers of Attorney EXHIBIT 24 POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 20th day of November, 1995. ROBERT J. FARLING Robert J. Farling Chairman, President, Chief Executiive Officer and Director Signed and acknowledged in the presence of: J. T. PERCIO POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 17th day of November, 1995. TERRENCE G. LINNERT Terrence G. Linnert Senior Vice President and Chief Financial Officer Signed and acknowledged in the presence of: J. T. PERCIO POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 17th day of November, 1995. E. LYLE PEPIN E. Lyle Pepin Controller Signed and acknowledged in the presence of: RUTH A. HARNER POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31st day of October, 1995. RICHARD P. ANDERSON Richard P. Anderson Director Signed and acknowledged in the presence of: JOANNE KAPNICK POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 1 day of November, 1995. A. C. BERSTICKER Albert C. Bersticker Director Signed and acknowledged in the presence of: CAROLYN T. SIEKANIEC POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31 day of October, 1995. LEIGH CARTER Leigh Carter Director Signed and acknowledged in the presence of: JEAN C. BROOKS POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31 day of October, 1995. THOMAS A. COMMES Thomas A. Commes Director Signed and acknowledged in the presence of: KATHY SCHILKE POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 4th day of November, 1995. WILLIAM F. CONWAY William F. Conway Director Signed and acknowledged in the presence of: MARIE V. CONWAY POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 30 day of November, 1995. WAYNE R. EMBRY Wayne R. Embry Director Signed and acknowledged in the presence of: SUE EILER POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31 day of Oct., 1995. R. A. MILLER Richard A. Miller Director Signed and acknowledged in the presence of: J. T. PERCIO POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 1 day of November, 1995. FRANK E. MOSIER Frank E. Mosier Director Signed and acknowledged in the presence of: PATRICIA G. CUMBERLAND POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31 day of October, 1995. SISTER MARY MARTHE REINHARD, SND Sister Mary Marthe Reinhard, SND Director Signed and acknowledged in the presence of: SR. M. JOANNE MILLER, SND POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31 day of Oct., 1995. ROBERT C. SAVAGE Robert C. Savage Director Signed and acknowledged in the presence of: J. T. PERCIO POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER OF CENTERIOR ENERGY CORPORATION The undersigned, being a director or officer or both (as stated under his or her signature below) of Centerior Energy Corporation, an Ohio corporation (hereinafter called the "Company"), does hereby constitute and appoint each of Robert J. Farling, Murray R. Edelman, Fred J. Lange, Jr., Gary R. Leidich, E. Lyle Pepin, Janis T. Percio, Ronald J. Studeny, Terrence G. Linnert, Mary E. O'Reilly, Kevin P. Murphy, Michael C. Regulinski and Bruce T. Rosenbaum, as an attorney of the undersigned with power to act alone for and in the name, place and stead of the undersigned, with power of substitution and resubstitution, to sign and file, including electronic filing, on behalf of the undersigned acting in his or her capacity as such director or officer the Company's Registration Statement on Form S-8 relating to the 1978 Key Employee Stock Option Plan of The Cleveland Electric Illuminating Company, the obligations of which have been assumed by the Company, and any and all amendments, exhibits and supplementary information thereto, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises and the undersigned hereby ratifies and approves the acts of each such attorney and any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned hereby has signed his or her name this 31st day of October, 1995. WILLIAM J. WILLIAMS William J. Williams Director Signed and acknowledged in the presence of: J. T. PERCIO -----END PRIVACY-ENHANCED MESSAGE-----