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
