FIRSTENERGY CORP

The proposal requests that the Board adopt an enduring policy (and amend governing documents if necessary) to separate the roles of Board Chair and Chief Executive Officer so that the Chair is always an independent director. It also specifies that a Lead Director is not a substitute for an independent Chair and allows the Board to appoint a non-independent interim Chair while it seeks an independent Chair. The proponent frames the change as improving impartial oversight, management accountability, transparency and investor confidence, and cites recent adverse media and regulatory attention (including past bribery-related enforcement matters and criticism of planning decisions) as context for adopting the policy. The proposal suggests this requirement could be phased in at the next CEO contract renewal or leadership transition but urges adoption as soon as practicable.