Exhibit 24
POWER OF ATTORNEY
We, the officers and directors of FirstEnergy Corp. who have signed
this Power of Attorney, individually constitute and appoint
H. Peter Burg, Nancy C. Ashcom and Edward J. Udovich, and each of them,
our true and lawful attorneys, with full power to act without the others
and full power to substitute and resubstitute another individual to
serve as our attorney,
(A) to sign for us, in our names and in the capacities indicated below,
one or more Registration Statements on Form S-3, Form S-4 or Form
S-8 or any other appropriate form and any and all amendments to
these Registration Statements (including post-effective amendments)
for the registration under the Securities Act of 1933, as amended,
of the shares of common stock of FirstEnergy, deferred compensation
obligations of FirstEnergy and interests in employee benefits plans
of FirstEnergy, as the case may be, to be issued in connection with
employee benefits plans of FirstEnergy or its subsidiaries or
predecessors, including:
Amended FirstEnergy Corp. Deferred Compensation Plan for
Directors
FirstEnergy Corp. Executive Deferred Compensation Plan
GPU Companies Employee Savings Plan for Nonbargaining
Employees
GPU Companies Employee Savings Plan for Employees Represented
by IBEW System Council U-3
GPU Companies Employee Savings Plan for Employees Represented
by IBEW Local 459 or UWUA Local 180
GPU Companies Employee Savings Plan for Employees Represented
by IBEW Local 777
GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and
Subsidiaries
GPU Companies Deferred Compensation Plan
Deferred Stock Unit Plan for Outside Directors of GPU, Inc.
GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group
Inc. Employees
and any other stock, stock option, restricted stock, deferred
compensation or other benefit plan or successor plan maintained for
the benefit of employees or directors of FirstEnergy or any of its
subsidiaries or predecessors, and
(B) to file any of the Registration Statements mentioned, including a
form of prospectus, and any and all amendments and post-effective
amendments to these Registration Statements, with all exhibits, and
any and all related documents, with the Securities and Exchange
Commission.
By signing this Power of Attorney we grant to the attorneys named
above, and each of them, full power and authority to do and perform any
and all acts and things necessary to be done in connection with the
foregoing, as fully as we could do in person, and we ratify and confirm
all that our attorneys, and each of them or their substitute or
substitutes, may do or cause to be done by virtue of this Power of
Attorney.
We have signed our names in the capacities and on the dates
indicated below.
Signature Title Date
--------- ----- ----
/s/ H. Peter Burg Chairman of the Board, November 5, 2001
------------------- Chief Executive Officer
H. Peter Burg and Director
/s/ Anthony J. Alexander President and Director November 5, 2001
------------------------
Anthony J. Alexander
/s/ Richard H. Marsh Vice President and November 5, 2001
---------------------- Chief Financial Officer
Richard H. Marsh
/s/ Harvey L. Wagner Controller November 5, 2001
----------------------
Harvey L. Wagner
/s/ Dr. Carol A. Cartwright Director November 5, 2001
---------------------------
Dr. Carol A. Cartwright
/s/ William F. Conway Director November 5, 2001
---------------------------
William F. Conway
/s/ Robert B. Heisler, Jr. Director November 5, 2001
--------------------------
Robert B. Heisler, Jr.
/s/ Robert L. Loughhead Director November 5, 2001
-----------------------
Robert L. Loughhead
/s/ Russell W. Maier Director November 5, 2001
-----------------------
Russell W. Maier
/s/ Paul J. Powers Director November 5, 2001
---------------------
Paul J. Powers
/s/ Robert C. Savage Director November 5, 2001
----------------------
Robert C. Savage
/s/ George M. Smart Director November 5, 2001
-----------------------
George M. Smart
/s/ Jesse T. Williams, Sr. Director November 5, 2001
-------------------------
Jesse T. Williams, Sr.
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