AMENDED AND RESTATED

                               CODE OF REGULATIONS

                                       OF

                 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                           (Effective March 15, 2002)



                            MEETINGS OF SHAREHOLDERS

Section 1.   Annual Meetings.
----------   ----------------

      The annual meeting of shareholders  shall be held on such date and at such
time as the Board of Directors  may  determine  each year.  Such meetings may be
held within or without the State of Ohio at such time and place as the directors
may determine.

Section 2.   Special Meetings.
----------   -----------------

      Special  meetings of the shareholders may be called at any time by (i) the
Chairman of the Board, (ii) the President,  (iii) the Directors,  by action at a
meeting or a majority of the  Directors  acting  without a meeting,  or (iv) the
holders of 25% or more of the outstanding shares entitled to vote thereat.  Such
meetings  may be held within or without the State of Ohio at such time and place
as may be specified in the notice thereof.

Section 3.   Notice of Meetings.
----------   -------------------

      Written  notice of every  annual or special  meeting  of the  shareholders
stating the time,  place and purposes thereof shall be given to each shareholder
entitled  to notice as  provided  by law,  not less than seven (7) nor more than
sixty (60) days before the date of the  meeting.  Such notice may be given by or
at the  direction of the Chairman of the Board,  the  President or the Corporate
Secretary.  Except to the full extent that notice is legally  permitted  (now or
hereafter)  to be  given  by any  other  form of  media,  including  any form of
electronic or other  communications,  notice shall be given by personal delivery
or by mail addressed to the shareholder at his last address as it appears on the
records of the  Corporation.  Any shareholder may waive in writing notice of any
meeting,  either before or after the holding of such meeting,  and, by attending
any meeting  without  protesting the lack of proper  notice,  shall be deemed to
have waived notice thereof.



<PAGE>


Section 4.   Business Transacted at Meetings.
----------   --------------------------------

      Business  transacted  at any  meeting  of  shareholders  shall  be for the
purposes stated in the notice.

Section 5.   Quorum and Adjournments.
----------   ------------------------

      The holders of a majority of the stock issued and outstanding and entitled
to vote thereat,  present in person or represented by proxy,  shall constitute a
quorum at all  meetings  of the  shareholders  for the  transaction  of business
except as otherwise provided by statute or by the Articles of Incorporation. If,
however,  such quorum shall not be present or  represented at any meeting of the
shareholders,  the shareholders  entitled to vote thereat,  present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than  announcement at the meeting,  until a quorum shall be
present or  represented.  At such  adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally notified.

Section 6.   Required Vote; Inspectors.
----------   --------------------------

      (a) When a quorum is present or  represented  at any meeting,  the vote of
the holders of a majority of the stock having  voting power present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of  Incorporation  a different  vote is required in which case such
express provision shall govern and control the decision of such question.

      (b)  Inspectors  of  election  may be  appointed  to act at any meeting of
shareholders in accordance with Ohio law.

Section 7.   Voting Power of Shareholders.
----------   -----------------------------

      Every  shareholder of record of the Corporation  shall be entitled at each
meeting  of  shareholders  to one  vote for  each  share  of stock  held by such
shareholder  according  to the books of the  Corporation  as of the date of such
vote or, if a record  date is set by the Board of  Directors,  as of such record
date.

Section 8.   Voting by Proxy.
----------   ----------------

      At any meeting of the shareholders, any shareholder may be represented and
vote by a proxy or proxies appointed by an instrument in writing or by any other
form of  verifiable  communication,  including  any form of  electronic or other
communications,  to the full extent legally permitted (now or hereafter). In the
event that any such  instrument  shall  designate  two or more persons to act as
proxies,  a majority of such  persons  present at the  meeting,  or, if only one
shall be present,  then that one shall have and may  exercise  all of the powers
conferred by such  instrument  upon all of the persons so designated  unless the
instrument  shall  otherwise  provide.  No such proxy  shall be valid  after the
expiration of eleven (11) months from the date of its execution,  unless coupled
with an interest, or unless the person executing it specifies therein the length


<PAGE>


of time for which it is to  continue in force.  Subject to the above,  any proxy
duly  executed is not revoked and  continues  in full force and effect  until an
instrument or  verifiable  communication  revoking it or a duly  executed  proxy
bearing a later date is filed with the Corporate Secretary of the Corporation.

Section 9.   Action by Shareholders Without a Meeting.
----------   -----------------------------------------

      Any action which may be taken by the vote of the shareholders at a meeting
may be taken  without a meeting  if  authorized  by the  written  consent of the
shareholders  holding  at least a  majority  of the  voting  power,  unless  the
provisions  of the statutes or of the Articles of  Incorporation  provide that a
greater  proportion of written consents shall be required.  Such written consent
shall be filed with or entered upon the records of the Corporation.


                                    DIRECTORS

Section 10.   Authority of Directors.
-----------   -----------------------

      (a) The  business  of the  Corporation  shall be  managed  by its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, the Articles of Incorporation,  or
these  Regulations  directed  or  required  to  be  exercised  or  done  by  the
shareholders.

      (b) Any action required or permitted to be taken at a meeting of the Board
of Directors or any  committee of the Board of Directors  may be taken without a
meeting if,  prior or  subsequent  to such  action,  all members of the Board of
Directors or of such  committee,  as the case may be, consent thereto in writing
and such  written  consents  are  filed  with  the  Corporate  Secretary  of the
Corporation.

Section 11.   Number; Qualifications.
-----------   -----------------------

      The number of Directors shall be not less than three (3) and not more than
five (5) (plus any Directors  separately  elected by the holders of any class of
stock other than the Common Stock as provided in the  Articles of  Incorporation
as amended from time to time).  The number of Directors may be determined (a) by
the vote of the holders of a majority of the shares  entitled to vote thereon at
any annual  meeting  or  special  meeting  called  for the  purpose of  electing
Directors or (b) by action of the Board of Directors at a meeting by the vote of
a majority of the Directors in office at the time or in a writing  signed by all
the Directors in office at the time.  When so fixed,  such number shall continue
to be the authorized  number of Directors  until changed by the  shareholders or
Directors in the manner described above. Any increase in the number of Directors
shall be deemed to create a vacancy or vacancies which may be filled as provided
in Section 14. A reduction  in the number of  Directors  shall not be applied to
remove any Director from office prior to the  expiration of his term.  Directors
need not be shareholders of the Corporation.


<PAGE>


Section 12.   Election of Directors.
-----------   ----------------------

      At each meeting of the  shareholders  for the election of  Directors,  the
persons  receiving  the greatest  number of votes shall be the  Directors.  Such
elections shall be by ballot  whenever  requested by any person entitled to vote
at such meeting; but unless so requested,  such election may be conducted in any
way approved at such meeting.

Section 13.   Term of Office; Removal; Resignations.
-----------   --------------------------------------

      (a)  Directors   shall  hold  office  until  the  annual  meeting  of  the
shareholders next following their election and until their respective successors
are elected, or until their earlier resignation, death or removal from office.

      (b) Any Director or the entire Board of Directors  may be removed upon the
affirmative  vote of the  holders  of a  majority  of the  voting  power  of the
Corporation.

      (c) Any  Director may resign at any time by giving  written  notice of his
resignation to the President or Corporate  Secretary.  Any  resignation  will be
effective  upon actual  receipt by such person or, if later,  as of the date and
time specified in such written notice.

Section 14.   Vacancies.
-----------   ----------

      Vacancies,  including  those  caused  by an  increase  in  the  number  of
Directors,  may be filled by a majority of the remaining  Directors  though less
than a quorum.  When one or more  Directors  shall  give  notice of his or their
resignation  to the Board,  effective at a future date, the Board shall have the
power to fill such vacancy or vacancies to take effect when such  resignation or
resignations  shall become effective,  each Director so appointed to hold office
during  the  remainder  of the  term of  office  of the  resigning  Director  or
Directors.  Whenever any vacancy shall occur among the Directors,  the remaining
Directors shall  constitute the Directors of the Corporation  until such vacancy
is filled or until the number of Directors is changed as in Section 11 hereof.


                       MEETINGS OF THE BOARD OF DIRECTORS

Section 15.   Organizational Meeting.
-----------   -----------------------

      Immediately  after  each  annual  meeting  of the  shareholders  at  which
Directors are elected,  or each special meeting held in lieu thereof,  the newly
elected Directors,  if a quorum thereof is present, shall hold an organizational
meeting at the same place or at such other time and place as may be fixed by the
shareholders  at  such  meeting,  for  the  purpose  of  electing  officers  and
transacting any other business. Notice of such meeting need not be given. If for
any reason  such  organizational  meeting  is not held at such  time,  a special
meeting of the Directors  for such purpose  shall be held as soon  thereafter as
practicable.


<PAGE>


Section 16.   Regular Meetings.
-----------   -----------------

      Regular meetings of the Directors may be held without notice at such times
and places  within or without  the State of Ohio as shall be  determined  by the
Directors from time to time.

Section 17.   Special Meetings.
-----------   -----------------

      Special  meetings  of the  Directors  may be held at any  time  within  or
without the State of Ohio upon call by the Chairman of the Board, the President,
or the Corporate Secretary upon the written request of two Directors.  Notice of
each  such  meeting  shall be  given  to each  Director  by  letter,  facsimile,
telegram,  telephone, or in person not less than forty-eight (48) hours prior to
such  meeting.  Notices sent by mail shall be sent postage  prepaid and shall be
addressed to each  Director at his address as it appears upon the records of the
Corporation.  Notice  by mail  shall be  deemed to be given at the time when the
notice is  deposited in the mail,  and notice by facsimile or telegram  shall be
deemed to be given at the time when  confirmation of successful  transmission is
received.  Such notice may be waived in writing by  Directors  either  before or
after the meeting,  and such written waivers shall be filed with or entered upon
the records of the meeting.  The  attendance of any Director at any such meeting
without protesting the lack of proper notice, prior to or at the commencement of
the  meeting,  shall be deemed to be a waiver by the  Director  of notice of the
meeting.  Unless  otherwise  limited in the notice thereof,  any business may be
transacted at any organizational, regular or special meeting.

Section  18.   Quorum and Adjournments; Participation by Communications
------------   --------------------------------------------------------
               Equipment.
               ----------

      (a) A majority of the Directors,  at a meeting duly called and held, shall
be necessary to constitute a quorum for the  transaction of business and the act
of a  majority  of the  Directors  present  at any  meeting at which a quorum is
present shall be the act of the Board of  Directors,  except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. Any action
required or  permitted  to be taken at a meeting of the  Directors  may be taken
without a meeting if a consent in  writing,  setting  forth the action so taken,
shall be signed by all of the  Directors  entitled  to vote with  respect to the
subject  matter  thereof.  Any meeting duly  called,  whether or not a quorum is
present,  may, by vote of a majority of the Directors present, be adjourned from
time to time and place to place  within or without  the State of Ohio,  in which
case no further notice of the adjourned meeting need be given.

      (b) Meetings of the Board of Directors or of any committee of the Board of
Directors  may be held  through  any means of  communications  equipment  if all
persons   participating  can  hear  each  other,  and  such  participation  will
constitute presence in person at such meeting.

Section 19.   Committees.
-----------   -----------

      The Board of  Directors  may,  by  resolution  passed by a majority of the
Directors, designate one or more committees, each committee to consist of one or
more of the Directors of the  Corporation,  which, to the extent provided in the
resolution,  shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation. Such committee or



<PAGE>


committees  shall have such name or names as may be determined from time to time
by  resolution  adopted by the Board of  Directors.  The  committees  shall keep
regular  minutes  of their  proceedings  and  report  the same to the Board when
required.

Section 20.   Compensation.
-----------   -------------

      The Directors may be paid their  expenses,  if any, for attendance at each
meeting of the Board of Directors and may be paid a fixed sum for  attendance at
each meeting of the Board of Directors.  The sums may be different for different
Directors,  and the sum  shall be  established  by  resolution  of the  Board of
Directors  and may be changed from time to time by  resolution.  No such payment
shall  preclude any Director from serving the  Corporation in any other capacity
and receiving compensation  therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.


                               EXECUTIVE COMMITTEE

Section 21.   Executive Committee
-----------   -------------------

      The Board of Directors at any time may elect from its members an Executive
Committee which shall consist of not less than three (3) members. Each member of
such  Committee  shall hold office  during the  pleasure of the Board and may be
removed by a majority vote of the whole Board at any time with or without cause.
Vacancies  occurring in the Committee may be filled by the Board.  The Committee
shall  prescribe  its own  rules  for  calling  and  holding  meetings,  and for
transacting business,  subject, however, to any rules prescribed by the Board of
Directors,  and the Committee  shall keep minutes of its actions.  Action by the
Committee may be taken at meetings  thereof attended by not less than a majority
thereof, or without a meeting by instrument in writing signed by not less than a
majority  of the  members.  Except as the  Committee's  powers and duties may be
limited or otherwise prescribed by the Board of Directors, the Committee, during
the intervals between the meetings of the Board,  shall possess and may exercise
all of the powers and  authority of the Board of Directors,  however  conferred,
provided,  however,  that the  Committee  shall  not be  empowered  to elect the
officers (other than Assistant  Secretaries and Assistant Treasurers) or to fill
vacancies in the Board of Directors or in the  Executive  Committee.  Subject to
such exceptions,  persons dealing with the Corporation shall be entitled to rely
upon any action of the  Committee  with the same force and effect as though such
action had been taken by the Board of Directors.


                                    OFFICERS

Section 22.   Generally.
-----------   ----------

      The Corporation  may have a Chairman,  elected by the directors from among
their number, and shall have a President, a Corporate Secretary and a Treasurer.
The Corporation may also have one or more Vice Chairmen, Vice Presidents, Senior
Vice  Presidents and such other officers and assistant  officers as the Board of



<PAGE>


Directors  may deem  appropriate.  If the Board of Directors so desires,  it may
elect a Chief  Executive  Officer  to manage  the  affairs  of the  Corporation,
subject  to the  direction  and  control of the Board of  Directors.  All of the
officers  shall be  elected  by the  Board  of  Directors.  Notwithstanding  the
foregoing, by specific action, the Board of Directors may authorize the Chairman
or the  President  to  appoint  any person to any  office  other than  Chairman,
President,  Corporate Secretary, or Treasurer. Any number of offices may be held
by the same person,  and no two offices must be held by the same person.  Any of
the offices may be left vacant from time to time as the Board of  Directors  may
determine.  In  case  of  the  absence  or  disability  of  any  officer  of the
Corporation or for any other reason deemed sufficient by a majority of the Board
of  Directors,  the Board of  Directors  may  delegate  the  absent or  disabled
officer's powers or duties to any other officer or to any director.

Section 23.  Authority and Duties of Officers.
-----------  ---------------------------------

      The  officers  of the  Corporation  shall  have such  authority  and shall
perform such duties as are customarily  incident to their respective offices, or
as may be specified from time to time by the Board of Directors, the Chairman or
the President  regardless of whether such  authority and duties are  customarily
incident to such office.

Section 24. Compensation.
----------- ------------

      The  compensation  of all officers and agents of the  Corporation  who are
also members of the Board of Directors of the  Corporation  will be fixed by the
Board of  Directors or by a committee  of the Board of  Directors.  The Board of
Directors may fix, or delegate the power to fix, the  compensation  of the other
officers and agents of the  Corporation  to the Chief  Executive  Officer or any
other officer of the Corporation.

Section 25.    Succession.
----------     ----------

      The officers of the  Corporation  will hold office until their  successors
are elected. Any officer may be removed at any time by the affirmative vote of a
majority  of the  whole  Board.  Any  vacancy  occurring  in any  office  of the
Corporation  may be filled  by the  Board of  Directors  or by the  Chairman  or
President as provided in Regulation 22.

Section 26.   Delegation of Duties.
-----------   ---------------------

      The Directors are authorized to delegate the duties of any officers to any
other officer and generally to control the action of the officers and to require
the performance of duties in addition to those mentioned herein.

Section 27.   Signing Checks and Other Instruments.
-----------   -------------------------------------

      The  Directors  are  authorized  to  determine  or  provide  the method of
determining how checks,  notes, bills or exchange and similar  instruments shall
be signed, countersigned or endorsed.


<PAGE>


                              CERTIFICATES OF STOCK

Section 28.   Contents of Certificates.
-----------   -------------------------

      Every shareholder shall be entitled to one or more certificates, signed by
the President or a Vice President and by the Treasurer,  an Assistant Treasurer,
the Corporate Secretary, or an Assistant Corporate Secretary of the Corporation,
certifying  the number and class of shares owned by him in the  Corporation.  If
the  Corporation  is  authorized  to issue shares of more than one class or more
than one series of any class,  there shall be set forth upon the face or back of
the certificate a full or summary statement of the designations, preferences and
relative, participating, optional or other special rights of the various classes
of stock or series thereof and the  qualifications,  limitations or restrictions
of such rights,  or the certificate  shall have a statement that the Corporation
will  furnish  such  information  to any  shareholders  upon request and without
charge. If the Corporation shall be authorized to issue only special stock, such
certificate  shall set forth in full or  summarize  the rights of the holders of
such stock.

Section  29.   Countersignature of Authentication by Transfer Agents or
-------  ---   --------------------------------------------------------
               Registrars.
               ----------

      Whenever any certificate is countersigned or otherwise  authenticated by a
transfer agent or registrar, then a facsimile of the signatures of such officers
of the Corporation may be engraved, stamped, or printed upon such certificate in
lieu of the actual  signatures.  In case any officer or officers  who shall have
signed, or whose facsimile  signature or signatures shall have been used on, any
such certificate or certificates shall cease to be an officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate or certificates  shall have been delivered by the Corporation,  such
certificate or certificates  may  nevertheless be adopted by the Corporation and
be issued  and  delivered  as though  the  person or  persons  who  signed  such
certificate or  certificates,  or whose facsimile  signature or signatures shall
have been used  thereon,  had not ceased to be an officer  or  officers  of such
Corporation.


                                LOST CERTIFICATES

Section 30.   Replacement of Lost Certificates.

      The Board of Directors may direct a new  certificate or certificates to be
issued in place of any  certificate or  certificates  theretofore  issued by the
Corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost  or  destroyed.  When  authorizing  such  issue  of a  new  certificate  or
certificates,  the Board of Directors  may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost or destroyed
certificate or certificates, or his legal representative,  to advertise the same
in such manner as it shall  require  and/or give the  Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation  with  respect  to the  certificate  alleged  to have  been  lost or
destroyed.


<PAGE>


                                TRANSFER OF STOCK

Section 31.   Transfer of Stock.
-----------   ------------------

      Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction on its books.


                  RECORD DATES AND CLOSING OF TRANSFER BOOKS

Section 32.   Record Dates and Closing of Transfer Books.
-----------   -------------------------------------------

      The  Board of  Directors  may fix a time not  exceeding  sixty  (60)  days
preceding  the date of any  meeting  of  shareholders  or the date fixed for the
payment of any dividend or  distribution or the date for the allotment of rights
as the record date for the determination of the shareholders  entitled to notice
of or to vote at any such  meeting or  entitled  to receive  payment of any such
dividend,   distribution  or  allotment  of  rights,   and  in  such  case  only
shareholders of record on the date so fixed shall be entitled to notice of or to
vote at such meeting or to receive  payment of such  dividend,  distribution  or
allotment  of rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the Corporation after any record date so fixed. The Board
of Directors may close the books of the Corporation  against transfers of shares
during the whole or any part of the period between such record date and the date
of the event in respect for which such record date was fixed.


                             REGISTERED SHAREHOLDERS

Section 33.   Recognition of Record Ownership.
-----------   --------------------------------

      The  Corporation  shall be entitled to recognize the exclusive  right of a
person registered on its books as the owner of shares to receive dividends,  and
to vote as such  owner,  and to hold liable for calls and  assessments  a person
registered  on its  books as the  owner of  shares,  and  shall  not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as otherwise provided by the laws of Ohio.


<PAGE>


                               GENERAL PROVISIONS

                                    DIVIDENDS

Section 34.   Payment of Dividends.
-----------   ---------------------

      The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
at any  regular or special  meeting  pursuant to law.  Dividends  may be paid in
cash, in property or in shares of the capital  stock,  subject to the provisions
of the Articles of Incorporation.  Before payment of any dividend,  there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the Directors from time to time, in their absolute discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the Directors shall think conducive to the interest of
the Corporation and the Directors may modify or abolish any such reserves in the
manner in which it was created.


                                   FISCAL YEAR

Section 35.   Fiscal Year.
-----------   ------------

      The fiscal year of the  Corporation  shall be fixed by  resolution  of the
Board of Directors.


                                      SEAL

Section 36.   Corporate Seal.
-----------   ---------------

      The corporate seal of the Corporation  shall be of such design,  and shall
contain such words, as may be prescribed by the Directors.


                          TRANSFER AGENT AND REGISTRAR

Section 37.   Transfer Agent; Registrar.
-----------   --------------------------

      The  Corporation may open transfer books in any state of the United States
or in any foreign country for the purpose of transferring  securities  issued by
it, and it may employ an agent or agents to keep the  records of its  securities
to transfer or to register  securities or both, in Ohio or in other states or in
a foreign country,  or both, and the acts of such agents shall be binding on the
Corporation. The duties and liabilities of such agent or agents shall be such as
may be agreed to by the  Corporation.  If no such transfer agent is appointed to
act in Ohio in respect to its shares,  the  Corporation  shall keep an office in



<PAGE>


Ohio at which shares shall be transferable,  and at which it shall keep books in
which shall be recorded  the names and  addresses  of all  shareholders  and all
transfers of shares.


                   PROVISIONS IN ARTICLES OF INCORPORATION

Section 38.   Governance By Articles of Incorporation.
-----------   ----------------------------------------

      These  Regulations  are at all  times  subject  to the  provisions  of the
Articles of  Incorporation  of the Corporation  (including in such term whenever
used in these  Regulations,  amendments  thereto),  and in case of any  conflict
between  any  provision  herein  and  in  the  Articles  of  Incorporation,  the
provisions in the Articles of Incorporation shall be deemed to govern.


                                   AMENDMENTS

Section 39.  Procedure for Amendments.
-----------  -------------------------

      These  Regulations  may be  altered,  changed or amended in any respect or
superseded by new  Regulations in whole or in part, by the  affirmative  vote of
the  holders of record of shares  entitling  them to  exercise a majority of the
voting power of the  Corporation at an annual or special meeting called for such
purpose or without a meeting by the written  consent of the holders of record of
shares  entitling  them to  exercise  a  majority  of the  voting  power  of the
Corporation.  In case of adoption of any Regulation or amendment by such written
consent,  the Corporate  Secretary shall enter the same in the corporate records
and mail a copy thereof to each shareholder who would have been entitled to vote
thereon and did not participate in the adoption thereof.


                          INDEMNIFICATION AND INSURANCE

Section 40.   Indemnification.
-----------   ----------------

      The Corporation shall indemnify, to the full extent then permitted by law,
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a member of the Board of Directors or an officer, employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director,   trustee,   officer,   employee  or  agent  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise.  The Corporation shall
indemnify such person against expenses,  including  attorney's fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such person to the full extent to which the
Corporation  is empowered or  authorized  to indemnify any person under the Ohio
General  Corporation  Law as now in effect or as amended from time to time.  The
Corporation  shall pay,  to the full  extent then  permitted  by law,  expenses,



<PAGE>


including  attorney's  fees,  incurred by a member of the Board of  Directors in
defending any such action,  suit or proceeding as they are incurred,  in advance
of the final  disposition  thereof,  and may pay,  in the same manner and to the
full extent then permitted by law, such expenses incurred by any other person.

      The  indemnification  and payment of expenses provided hereby shall not be
exclusive  of, and shall be in addition  to, any other  rights  granted to those
seeking  indemnification  under any law,  the  Articles  of  Incorporation,  any
agreement,  vote of  shareholders  or  disinterested  members  of the  Board  of
Directors,  or  otherwise,  both as to action in official  capacities  and as to
action  in  another  capacity  while  he or she is a  member  of  the  Board  of
Directors,  or an  officer,  employee  or agent of the  Corporation,  and  shall
continue as to a person who has ceased to be a member of the Board of Directors,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

Section 41.   Insurance.
-----------   ----------

      The  Corporation  may,  to the  full  extent  then  permitted  by law  and
authorized by the Board of Directors, purchase and maintain insurance or furnish
similar protection,  including but not limited to trust funds, letters of credit
or  self-insurance,  on behalf of or for any  persons  described  in  Section 40
against any  liability  asserted  against and incurred by any such person in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Corporation  would  have  the  power  to  indemnify  such  person  against  such
liability.  Insurance may be purchased from or maintained with a person in which
the Corporation has a financial interest.


                              EMERGENCY REGULATIONS

Section 42.   Emergency Regulations.
-----------   ----------------------

      The Board of Directors may adopt, at any meeting,  either before or during
"an  emergency"  as that term is defined in Section  1701.01 of the Ohio Revised
Code,  emergency  regulations  to be  operative  during,  but  only  during,  an
emergency.  The emergency  regulations  may contain any provisions  which may be
made by  emergency  regulations  as  provided  in Section  1701.111  of the Ohio
Revised Code.

      I, the undersigned,  being Corporate  Secretary of The Cleveland  Electric
Illuminating  Company,  do hereby certify the foregoing to be the Regulations of
said Corporation,  as adopted in an action in writing of the shareholders  dated
the 15th day of March, 2002.




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