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                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY


                                       TO


                               JPMORGAN CHASE BANK
                  (formerly known as THE CHASE MANHATTAN BANK),
            (successor to Morgan Guaranty Trust Company of New York,
                  formerly Guaranty Trust Company of New York)
                                as Trustee under
             The Cleveland Electric Illuminating Company's Mortgage
                      and Deed of Trust, Dated July 1, 1940





                      Eighty-fourth Supplemental Indenture

                           Dated as of October 1, 2002

             First Mortgage Bonds, Pledge Series A of 2002 due 2033



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<PAGE>


         Eighty-fourth Supplemental Indenture, dated as of October 1, 2002, made
by and between THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation
organized and existing under the laws of the State of Ohio (the "Company"), and
JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), successor by
merger to The Chase Manhattan Bank (National Association), which in turn was
successor to Morgan Guaranty Trust Company of New York, formerly Guaranty Trust
Company of New York), a corporation organized and existing under the laws of the
State of New York (the "Trustee"), as Trustee under the Mortgage and Deed of
Trust dated July 1, 1940, hereinafter mentioned:

                                    RECITALS

         In order to secure First Mortgage Bonds of the Company ("Bonds"), the
Company has heretofore executed and delivered to the Trustee the Mortgage and
Deed of Trust dated July 1, 1940 (the "1940 Mortgage") and eighty-three
Supplemental Indentures thereto; and

         The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Eighty-fourth Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Eighty-fourth Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and

         The Indenture provides among other things that the Company, from time
to time, in addition to the Bonds authorized to be executed, authenticated and
delivered pursuant to other provisions therein, may execute and deliver
additional Bonds to the Trustee and the Trustee shall thereupon authenticate and
deliver such Bonds to or upon the order of the Company; and

         The Company has determined to create pursuant to the provisions of the
Indenture one new series of first mortgage bonds (the "Series A Bonds"), with
such first mortgage bonds to have the denominations, rates of interest, date of
maturity, redemption provisions and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; and

         The Series A Bonds are to be limited in aggregate principal amount to
$30,000,000 and are to be issued by the Company and delivered to Ambac Assurance
Corporation, a Wisconsin-domiciled stock insurance corporation (the "Insurer")
pursuant to an Insurance Agreement, dated as of October 1, 2002 (the "Insurance
Agreement"), between the Company and the Insurer under which (i) the Insurer has
agreed to issue a municipal bond insurance policy (the "Policy") insuring the
payment of the principal of and interest on, and for the benefit of the holders
of, $30,000,000 aggregate principal amount of the State of Ohio Pollution
Control Revenue Refunding Bonds, Series 2002-B (The Cleveland Electric
Illuminating Company Project) (the "Authority Bonds") to be issued by the Ohio
Air Quality Development Authority (the "Authority") and (ii) the Company has
agreed to deliver to the Insurer a series of its first mortgage bonds as
security for the Company's obligation to reimburse the Insurer in respect of
payments made by the Insurer under the Policy; and


         The Company, in the exercise of the powers and authority conferred upon
and reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and

                                     2

<PAGE>

         All conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         That The Cleveland Electric Illuminating Company, in consideration of
the premises and of the mutual covenants herein contained and of the sum of One
Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents and for other valuable considerations, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:

                                    ARTICLE I

                              CONFIRMATION OF 1940
                      MORTGAGE AND SUPPLEMENTAL INDENTUREs
                      ------------------------------------

         The 1940 Mortgage (as modified in Article V of the Supplemental
Indenture dated December 1, 1947, Article V of the Supplemental Indenture dated
May 1, 1954, Article V of the Supplemental Indenture dated March 1, 1958,
Article V of the Supplemental Indenture dated January 15, 1969, Article III of
the Supplemental Indenture dated November 23, 1976 and Article III of the
Supplemental Indenture dated April 15, 1985) and the Supplemental Indentures
dated July 1, 1940, August 18, 1944, December 1, 1947, September 1, 1950, June
1, 1951, May 1, 1954, March 1, 1958, April 1, 1959, December 20, 1967, January
15, 1969, November 1, 1969, June 1, 1970, November 15, 1970, May 1, 1974, April
15, 1975, April 16, 1975, May 28, 1975, February 1, 1976, November 23, 1976,
July 26, 1977, September 27, 1977, May 1, 1978, September 1, 1979, April 1,
1980, April 15, 1980, May 28, 1980, June 9, 1980, December 1, 1980, July 28,
1981, August 1, 1981, March 1, 1982, July 15, 1982, September 1, 1982, November
1, 1982, November 15, 1982, May 24, 1983, May 1, 1984, May 23, 1984, June 27,
1984, September 4, 1984, November 14, 1984, November 15, 1984, April 15, 1985,
May 28, 1985, August 1, 1985, September 1, 1985, November 1, 1985, April 15,
1986, May 14, 1986, May 15, 1986, February 25, 1987, October 15, 1987, February
24, 1988, September 15, 1988, May 15, 1989, June 13, 1989, October 15, 1989,
January 1, 1990, June 1, 1990, August 1, 1990, May 1, 1991, May 1, 1992, July
31, 1992, January 1, 1993, February 1, 1993, May 20, 1993, June 1, 1993,
September 15, 1994, May 1, 1995, May 2, 1995, June 1, 1995, July 15, 1995,
August 1, 1995, June 15, 1997, August 1, 1997, October 15, 1997, June 1, 1998
and October 1, 1998, October 1, 1998, April 1, 1999, June 30, 1999, January 15,
2000 and May 15, 2002, respectively, are hereby in all respects confirmed.


                                       3

<PAGE>

                                   ARTICLE II

                        creation, PROVISIONS, REDEMPTION,
                   PRINCIPAL AMOUNT AND FORM OF SERIES A BONDS
                   -------------------------------------------

          Section 2.01 The Company hereby creates a new series of Bonds to be
issued under and secured by the Indenture and to be designated as "First
Mortgage Bonds, Pledge Series A of 2002 due 2033" of the Company and hereinabove
and hereinafter called the "Series A Bonds." The Series A Bonds shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, all of the terms, conditions and covenants
of the Indenture.

          Section 2.02 The Series A Bonds shall be issued as fully registered
Bonds only, without coupons, in the denominations of $1,000 and any integral
multiple thereof.

          Section 2.03 The Series A Bonds shall be dated the date of
authentication, shall mature on September 1, 2033, and shall bear interest from
the time hereinafter provided at such rate per annum on each interest payment
date (hereinafter defined) as shall cause the amount of interest payable on each
interest payment date on such Series A Bonds to equal the amount of interest
payable on such interest payment date on the Authority Bonds. Such interest
shall be payable on the same dates as interest is payable on the Authority Bonds
(each such date hereinafter called an "interest payment date"), on and until
maturity, or, in the case of any such Series A Bonds duly called for redemption,
on and until the redemption date, or in the case of any default by the Company
in the payment of the principal due on any such Series A Bonds, until the
Company's obligation with respect to the payment of the principal shall be
discharged as provided in the Indenture. The amount of interest payable on each
interest payment date shall be computed on the same basis as the corresponding
amount is computed on the Authority Bonds, provided, however, that the aggregate
amount of interest payable on any interest payment date shall not exceed an
amount which results in an interest rate of more than 10% per annum on the
aggregate principal amount of the Series A Bonds outstanding from time to time.


         The Series A Bonds shall be payable as to principal and interest at the
agency of the Company in the Borough of Manhattan, The City of New York, in any
coin or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts.

         Except as hereinafter provided, each Series A Bond shall bear interest
(a) from the interest payment date next preceding the date of such Series A Bond
to which interest has been paid, or (b) if the date of such Series A Bond is an
interest payment date to which interest has been paid, then from such date, or
(c) if no interest has been paid thereon, then from the date of initial issue.
The Trustee may rely upon the certification of the Insurer of the interest rate
of, interest payment dates of and basis on which interest is computed for, the
Authority Bonds as necessary to enable the Trustee to determine for the Series A
Bonds their corresponding interest rate, interest payment dates and basis on
which interest shall be computed and with respect to its payments under the
Policy.

                                     4

<PAGE>

         The interest payable on any interest payment date shall be paid to the
respective persons in whose names the Series A Bonds shall be registered on such
interest payment date. If any interest payment date should fall on a day that is
not a business day, then such interest payment date shall be the next succeeding
business day.

          Section 2.04 In the manner and subject to the limitations provided in
the Indenture, Series A Bonds may be exchanged for a like aggregate principal
amount of Series A Bonds of other authorized denominations, in either case
without charge, except for any tax or taxes or other governmental charges
incident to such transfer or exchange, at the office or agency of the Company in
the Borough of Manhattan, The City of New York or the City of Akron, State of
Ohio.

         The Company, the agencies of the Company and the Trustee may deem and
treat the person in whose name a Series A Bond is registered as the absolute
owner thereof for the purpose of receiving any payment and for all other
purposes.

          Section 2.05 The Series A Bonds shall be redeemable only to the extent
provided in this Article II, subject to the provisions contained in Article VI
of the Indenture and the form of Series A Bond.

          Section 2.06 Subject to the applicable provisions of the Indenture,
written notice of redemption of Series A Bonds pursuant to this Supplemental
Indenture shall be given by the Trustee by mailing to each registered owner of
such Series A Bonds to be redeemed a notice of such redemption, first class
postage prepaid, at its last address as it shall appear upon the books of the
Company for the registration and transfer of such Series A Bonds. Any notice of
redemption shall be mailed at least thirty (30) days, but no more than sixty
(60) days, prior to the redemption date.

          Section 2.07 The Series A Bonds shall be redeemed by the Company in
whole or in part at any time prior to maturity at a redemption price of 100% of
the principal amount to be redeemed, plus accrued and unpaid interest to the
redemption date, as stated in the form of the Series A Bonds hereinafter set
forth. The Series A Bonds shall not otherwise be subject to redemption by the
Company prior to maturity.

          Section 2.08 The Company's obligation to pay the principal of or
interest on the Series A Bonds, shall be fully or partially satisfied as stated
in the form of the Series A Bonds hereinafter set forth.

          Section 2.09 Series A Bonds shall not be transferable except to a
successor to the Insurer under the Insurance Agreement or as may be necessary to
comply with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company.

          Section 2.10 The aggregate principal amount of Series A Bonds which
may be authenticated and delivered hereunder shall not exceed $30,000,000,
except as otherwise provided in the Indenture.


                                      5


<PAGE>

          Section 2.11 The form of the fully registered Series A Bonds, and of
the Trustee's certificate of authentication thereon, shall be substantially as
follows:



                         [FORM OF FULLY REGISTERED BOND]


THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO AMBAC ASSURANCE
CORPORATION (THE "INSURER") UNDER THE INSURANCE AGREEMENT, DATED AS OF OCTOBER
1, 2002, BETWEEN THE COMPANY AND AMBAC ASSURANCE CORPORATION, AS AMENDED OR
SUPPLEMENTED (THE "INSURANCE AGREEMENT"), OR IN COMPLIANCE WITH A FINAL ORDER OF
A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY BANKRUPTCY OR
REORGANIZATION PROCEEDING OF THE COMPANY.



                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
                Incorporated under the laws of the State of Ohio

              FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2002 DUE 2033


No.                                                              $___________


         THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized
and existing under the laws of the State of Ohio (hereinafter called the
"Company," which term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _________________________________, or registered assigns, the principal sum
of _______________________ dollars ($_________) or the aggregate unpaid
principal amount hereof, whichever is less, on September 1, 2033, in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts, and to pay interest on the
unpaid principal amount hereof in like coin or currency at such rate per annum
on each interest payment date (hereinafter defined) as shall cause the amount of
interest payable on such interest payment date on the Pledge Bonds (hereinafter
defined) to equal the amount of interest payable on such interest payment date
on the Authority Bonds (hereinafter defined). Such interest shall be payable on
the same dates as interest is payable on said Authority Bonds (each such date
hereinafter called an "interest payment date"), until maturity or redemption of
this Bond, or, if the Company shall default in the payment of the principal due
on this Bond, until the Company's obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture (hereinafter
defined). The amount of interest payable on each interest payment date shall be
computed on the same basis as the corresponding amount is computed on the
Authority Bonds, provided, however, that the aggregate amount of interest
payable on any interest payment date shall not exceed an amount which results in
an interest rate of more than 10% per annum on the aggregate principal amount of
the Pledge Bonds outstanding from time to time.

                                     6


<PAGE>

         Except as hereinafter provided, this Bond shall bear interest (a) from
the interest payment date next preceding the date of this Bond to which interest
has been paid, or (b) if the date of this Bond is an interest payment date to
which interest has been paid, then from such date, or (c) if no interest has
been paid on this Bond, then from the date of initial issue.

         Subject to certain exceptions provided in said Indenture, the interest
payable on any interest payment date shall be paid to the person in whose name
this Bond shall be registered on such date. Principal of and interest on this
Bond are payable at the agency of the Company in the Borough of Manhattan, The
City of New York or the City of Akron, State of Ohio.

         This Bond is one of the duly authorized Bonds of the Company (herein
called the "Bonds"), all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust dated July 1, 1940, executed by the Company to
Guaranty Trust Company of New York (subsequently Morgan Guaranty Trust Company
of New York and then The Chase Manhattan Bank (National Association)), now
succeeded by JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank),
as Trustee (herein called the "Trustee"), and all indentures supplemental
thereto (said Mortgage as so supplemented herein called the "Indenture") to
which reference is hereby made for a description of the properties mortgaged and
pledged, the nature and extent of the security, the rights of the registered
owner or owners of the Bonds and of the Trustee in respect thereof, and the
terms and conditions upon which the Bonds are, and are to be, secured. The Bonds
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Bond is one of a series designated as the First
Mortgage Bonds, Pledge Series A of 2002 due 2033 (herein called the "Pledge
Bonds") limited, except as otherwise provided in the Indenture, in aggregate
principal amount to $30,000,000, issued under and secured by the Indenture and
described in the Eighty-fourth Supplemental Indenture dated as of October 1,
2002, between the Company and the Trustee (herein called the "Supplemental
Indenture").

         The Pledge Bonds have been issued by the Company to Ambac Assurance
Corporation, a Wisconsin-domiciled stock insurance corporation (the "Insurer"),
to (i) provide for the payment of the Company's obligations to make payments to
the Insurer under an Insurance Agreement, dated as of October 1, 2002 (the
"Insurance Agreement"), between the Company and the Insurer, and (ii) provide to
the Insurer the benefits of the security provided for the Pledge Bonds. The
Insurance Agreement has been entered into by the Company in connection with the
issuance by the Insurer of a municipal bond insurance policy (the "Policy")
insuring the payment of the principal of and interest on, and for the benefit of
the holders of, $30,000,000 aggregate principal amount of the State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2002-B (The Cleveland Electric
Illuminating Company Project) (the "Authority Bonds") issued on behalf of the
Company by the Ohio Air Quality Development Authority (the "Authority") and
under the Trust Indenture, dated as of October 1, 2002 (the "Authority Bond
Indenture"), between the Authority and The Bank of New York, as trustee (such
trustee and any successor trustee being hereinafter referred to as the
"Authority Bond Trustee"). Payments made by the Company of principal and
interest on the Pledge Bonds are intended to be sufficient to reimburse the
Insurer for any payments of principal and interest made by the Insurer on the
Authority Bonds pursuant to the Policy.

                                    7

<PAGE>

         The Pledge Bonds are not transferable except (i) as required to effect
an assignment to a successor of the Insurer under the Insurance Agreement or
(ii) in compliance with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the Company.

         The Company's obligation to make payments with respect to the principal
of and/or interest on the Pledge Bonds shall be fully or partially satisfied and
discharged to the extent that, at the time any such payment shall be due, the
corresponding amount then due of principal of and/or interest on the Authority
Bonds shall have been fully or partially paid (other than by the application of
the proceeds of any payment by the Insurer under the Policy), as the case may
be, or there shall have been deposited with the Authority Bond Trustee pursuant
to the Authority Bond Indenture trust funds sufficient to fully or partially
pay, as the case may be, the corresponding amount then due of principal of
and/or interest on the Authority Bonds (other than by the application of the
proceeds of any payment by the Insurer under the Policy). Notwithstanding
anything contained herein or in the Indenture to the contrary, the Company shall
be obligated to make payments with respect to the principal of and/or interest
on the Pledge Bonds only to the extent that the Insurer has made a payment with
respect to the Authority Bonds under the Policy.

         Upon payment of the principal of and interest due on the Authority
Bonds, whether at maturity or prior to maturity by acceleration, redemption or
otherwise, or upon provision for the payment thereof having been made in
accordance with the Authority Bond Indenture (other than by the application of
the proceeds of any payment by the Insurer under the Policy), the Pledge Bonds
in a principal amount equal to the principal amount of Authority Bonds so paid
or for which such provision for payment has been made shall be deemed fully
paid, satisfied and discharged and the obligations of the Company thereunder
shall be terminated and such Pledge Bonds shall be surrendered to and canceled
by the Trustee. From and after the Release Date (as defined in the Insurance
Agreement), the Pledge Bonds shall be deemed fully paid, satisfied and
discharged and the obligation of the Company thereunder shall be terminated. On
the Release Date, the Pledge Bonds shall be surrendered to and canceled by the
Trustee.

         The Pledge Bonds are subject to mandatory redemption, in whole or in
part, as the case may be, on each date that Authority Bonds are to be redeemed.
The principal amount of the Pledge Bonds to be redeemed on any such date shall
be equal to the principal amount of Authority Bonds called for redemption on
that date. All redemptions of Pledge Bonds shall be at 100% of the principal
amount thereof, plus accrued interest to the redemption date.

         In the Forty-third Supplemental Indenture dated April 15, 1985 between
the Company and the Trustee, the Company has modified, in certain respects, the
redemption provisions in the Indenture effective only with respect to the Bonds
of all series established or created in said Forty-third Supplemental Indenture
and all supplemental indentures dated after May 28, 1985.

         To the extent permitted by and as provided in the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereto, and of the rights and obligations of the Company and of the holders of
the Bonds and coupons may be made with the consent of the Company by an
affirmative vote of not less than 60% in principal amount of the Bonds entitled
to vote then outstanding, at a meeting of Bondholders called and held as
provided in the


                                    8

<PAGE>

Indenture, and, in case one or more but less than all of the series of Bonds
then outstanding under the Indenture are so affected, by an affirmative vote of
not less than 60% in principal amount of the Bonds of any series entitled to
vote then outstanding and affected by such modification or alteration; provided,
however, that no such modification or alteration shall be made which will affect
the terms of payment of the principal of or interest on this Bond. Pursuant to
the Nineteenth Supplemental Indenture dated November 23, 1976 between the
Company and the Trustee, the Company has reserved the right to modify the
Indenture to except and exclude nuclear fuel (to the extent, if any, not
otherwise excepted and excluded) from the lien and operation thereof without any
vote, consent or other action by the holders of Bonds.

         If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.

         Subject to the limitations provided herein and in the Indenture and
Section 2.09 of the Supplemental Indenture, this Bond is transferable by the
registered owner hereof, in person or by duly authorized attorney, on the books
of the Company to be kept for that purpose at the office or agency of the
Company in the Borough of Manhattan, The City of New York or the City of Akron,
State of Ohio upon surrender and cancellation of this Bond, and upon
presentation of a duly executed written instrument of transfer, and thereupon
new fully registered Pledge Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor, and this Bond, with or without
others of the same series, may in like manner be exchanged for one or more new
fully registered Pledge Bonds of the same series of other authorized
denominations but of the same aggregate principal amount; all without charge
except for any tax or taxes or other governmental charges incidental to such
transfer or exchange and all subject to the terms and conditions set forth in
the Indenture. The Company, the agencies of the Company and the Trustee may deem
and treat the person in whose name this Bond is registered as the absolute owner
hereof for the purpose of receiving any payment and for all other purposes.

         No recourse shall be had for the payment of the principal of or the
interest on this Bond, or for any claim based hereon or on the Indenture or any
indenture supplemental thereto, against any incorporator, or against any
stockholder, director or officer, past, present or future, of the Company, or of
any predecessor or successor corporation, as such, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution or statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof by the
acceptance of this Bond and as part of the consideration for the issue hereof,
and being likewise released by the terms of the Indenture.

         This Bond shall not be entitled to any benefit under the Indenture or
any indenture supplemental thereto, or become valid or obligatory for any
purpose, until the Trustee under the Indenture, or a successor trustee thereto
under the Indenture, shall have signed the form of certificate of authentication
endorsed hereon.

                                        9

<PAGE>

         IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has
caused this Bond to be signed in its name by its President or a Vice President
(whose signature may be manual or a facsimile thereof) and its corporate seal
(or a facsimile thereof) to be hereto affixed and attested by its Corporate
Secretary or an Assistant Secretary (whose signature may be manual or a
facsimile thereof).


Dated:                         THE CLEVELAND ELECTRIC ILLUMINATING
                                 COMPANY

Attest:                        By:  ______________________________________
                                               Vice President


--------------------------------
Corporate Secretary


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This Bond is one of the Bonds of the series designated and described in
the within-mentioned Indenture and Supplemental Indenture.


                                        JP MORGAN CHASE BANK, TRUSTEE


                                        By:
                                           ------------------------------------
                                            Authorized Officer


                     [END OF FORM OF FULLY REGISTERED BOND]


                                       10
<PAGE>



                                   ARTICLE III

                                   THE TRUSTEE
                                   -----------

          Section 3.01 The Trustee hereby accepts the trusts hereby declared and
provided upon the terms and conditions in the Indenture set forth and upon the
terms and conditions set forth in this Article III.

          Section 3.02 The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company solely.
In general, each and every term and condition contained in Article XIII of the
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate.

          Section 3.03 For purposes of this Supplemental Indenture (a) the
Trustee may conclusively rely and shall be protected in acting upon the written
demand from, or certificate of, any agency duly appointed by resolution of the
Board of Directors of the Company or any officer's certificate or opinion of
counsel, as to the truth of the statements and the correctness of the opinions
expressed therein, without independent investigation or verification thereof,
subject to Article XIII of the Indenture and (b) a written demand from, or
certificate of, an agency of the Company shall mean a written demand or
certificate executed by the president, any vice president or any trust officer
of, or any other person authorized to act for, such agency, as such.

          Section 3.04 The Company shall cause any agency of the Company, other
than the Trustee, which it may appoint from time to time to act as such agency
in respect of the Pledge Bonds, to execute and deliver to the Trustee an
instrument in which such agency shall:

               (a) Agree to keep and maintain, and furnish to the Trustee from
time to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee such
other information and reports as the Trustee may reasonably require;

               (b) Certify that it is eligible for appointment as such agency
and agree to notify the Trustee promptly if it shall cease to be so eligible;
and

               (c) Agree to indemnify the Trustee, in a manner satisfactory to
the Trustee, against any loss, liability or expense incurred by, and defend any
claim asserted against, the Trustee by reason of any acts or failures to act as
such agency, except for any liability resulting from any action taken by it at
the specific direction of the Trustee;


provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.


                                   11
<PAGE>

          Section 3.05 For purposes of this Supplemental Indenture (a) the
Trustee may conclusively rely and shall be protected in acting upon a written
certificate of the Insurer as to the interest rate of, interest payment dates of
and basis on which interest is computed for, the Authority Bonds and with
respect to payments under the Authority Bonds, its payments under the Policy and
the occurrence of the Release Date, or any officer's certificate or opinion of
counsel, as to the truth of the statements and the correctness of the opinions
expressed therein, without independent investigation or verification thereof,
subject to Article XIII of the Indenture, (b) a written certificate of the
Insurer shall mean a written certificate executed by the president, any vice
president or any authorized officer of the Insurer and (c) in the absence of a
written certificate of the Insurer with respect to its payments under the
Policy, the Trustee may conclusively assume that no such payments have been
made.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.



                                      12
<PAGE>


                                    EXECUTION

         IN WITNESS WHEREOF, said The Cleveland Electric Illuminating Company
has caused this Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by its
Corporate Secretary or an Assistant Secretary, and said JPMorgan Chase Bank, in
evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by one of its Vice
Presidents or one of its Trust Officers, and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by one of
its Secretaries or authorized officers, all as of the day and year first above
written.

        THE CLEVELAND ELECTRIC ILLUMINATING COMPANY


        By:
           --------------------------------------------------------------------
            Richard H. Marsh, Senior Vice President and Chief Financial Officer
[SEAL]


Attest:


-------------------------------------
Nancy C. Ashcom, Corporate Secretary


Signed, sealed and acknowledged by
The Cleveland Electric Illuminating Company
in the presence of


----------------------------------
Michael J. Sulhan


----------------------------------
Julie A. Phillips

As Witnesses



                                      13
<PAGE>


                         JPMORGAN CHASE BANK, AS TRUSTEE


                         By:
                            -------------------------------------------------
                            ____________________, Vice President


Attest:


--------------------------------------
________________, Trust Officer


Signed, sealed and acknowledged by
JPMorgan Chase Bank
in the presence of


-----------------------------------
Print Name:


-----------------------------------
Print Name:

As witnesses


                                        14
<PAGE>




STATE OF OHIO                   )
                                :    ss.:
COUNTY OF SUMMIT                )


         On this 8th day of October 2002, before me personally appeared Richard
H. Marsh and Nancy C. Ashcom, to me personally known, who being by me severally
duly sworn, did say that they are a Senior Vice President and Chief Financial
Officer and the Corporate Secretary, respectively, of The Cleveland Electric
Illuminating Company, that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors; and
said officers severally acknowledged said instrument to the free act and deed of
said corporation.



                                        ---------------------------------------
                                        Notary Public
                                        Susie M. Hoisten
                                        Residence - Summit County
                                        State Wide Jurisdiction, Ohio
                                        My Commission expires December 9, 2006



<PAGE>



STATE OF NEW YORK)
                 :  ss.:
COUNTY OF NEW YORK)


         On this 8th day of October, 2002, before me personally appeared
________________ and ____________________, to me personally known, who being by
me severally duly sworn, did say that they are a Vice President and a Trust
Officer, respectively, of JPMorgan Chase Bank, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to the free act and deed of said corporation.


                        ---------------------------------------------
                        Notary Public, State of New York
                        No. ______________
                        Qualified in ______ County
                        Certificate Filed in ________ County
                        Commission Expires ______________




          This instrument prepared by: FirstEnergy Corp., 76 South Main Street,
Akron, Ohio 44308.

<PAGE>