Unassociated Document


    
      


    

    
      Exhibit 4.1


      


      
        

        

      

       

    

    


    THE CLEVELAND
ELECTRIC ILLUMINATING COMPANY

    


    


    TO

    


    


    JPMORGAN CHASE
BANK, N.A.

    (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-Ninth
Supplemental Indenture

    


    Dated as of
November 1, 2008

    


    First Mortgage
Bonds, 8.875% Series due 2018

     

     

     

    


    
      

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      


    

    


    EIGHTY-NINTH
SUPPLEMENTAL INDENTURE, dated as of November 1, 2008, 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, N.A., a national banking association (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, (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-eight Supplemental Indentures thereto;
and

     

    The 1940 Mortgage,
as supplemented and modified by said Supplemental Indentures and by this
Eighty-ninth Supplemental Indenture, will be hereinafter collectively referred
to as the “Indenture”
and this Eighty-ninth 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

     

    Pursuant to the
provisions of the Indenture, the Company has issued 141 series of Bonds in the
aggregate principal amount of $7,718,555,376, of which 138 series in the
aggregate principal amount of $7,262,562,000 are no longer outstanding;
and

     

    The Company has
determined to create pursuant to the provisions of the Indenture one new series
of Bonds designated as "First Mortgage Bonds, 8.875% Series due 2018" (the
“Bonds of
Series due 2018”) with the denominations, rate of interest, date of
maturity, redemption provisions and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; 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

     

    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, and in order to
secure the payment of the principal and interest (and premium, if any) on all
Bonds at any time issued and outstanding under the Indenture according to their
tenor and effect and the performance and observance of all the covenants and
conditions contained in such Bonds and in the Indenture, has granted, bargained,
sold, warranted, aliened, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents does grant,
bargain, sell, warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto the Trustee and to its successors in
said trust, and to its and their assigns, forever, all of the Company’s
interests in the parcels of land described in Schedule A attached hereto and
made a part hereof.

     

    TOGETHER with all
and singular the buildings, improvements, tenements, hereditaments and
appurtenances belonging or in anywise appertaining, or hereafter to belong or
appertain, to the aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders, tolls, rents, revenues, issues, income,
products and profits thereof, and all the estate, right, title, interest and
claim whatsoever which the Company now has or may hereafter acquire in and to
the same, at law as well as in equity, and every part and parcel
thereof.

     

    TO HAVE AND TO HOLD
the same unto the Trustee and to its successors and assigns
forever;

     

    SUBJECT, HOWEVER, to
the exceptions and reservations and matters hereinabove and in the Indenture
recited, to existing leases other than leases which by their terms are
subordinate to the lien of the Indenture, to existing “liens upon rights-of-way
for the transmission or distribution line purposes,” as defined in Article I of
the Indenture, and any extensions thereof, and subject to existing easements for
streets, alleys, rights-of way and railroad purposes over, upon or across
certain of the property hereinbefore described, and also any restrictions as to
use imposed by law and to the lien of certain judgments against the Company not
exceeding $75,000 in aggregate amount, and subject also to all the terms,
conditions, agreements, covenants, exceptions and reservations expressed or
provided in the deeds or other instruments, respectively, under and by virtue of
which the Company now owns or may hereafter acquire any property subject to the
lien of the Indenture and to undetermined lines and charges, if any, incidental
to construction or other existing permitted liens as defined in Article I of the
Indenture;

     

    IN TRUST,
NEVERTHELESS, upon the terms and trusts set forth in the Indenture for the equal
and proportionate benefit and security of all present and future holders of the
Bonds and coupons issued and to be issued under the Indenture, without
preference of any such Bonds and coupons of any particular series over the Bonds
and coupons of any other series, by reason of priority in the time of the issue,
sale or negotiation thereof, or by reason of the purpose of issue or otherwise,
howsoever, except as otherwise provided in Section 2 of Article IV of the
Indenture.

     

    


    
      
        
        

      

      
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    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, Article III of the Supplemental Indenture dated April
15, 1985 and Article II of the Supplemental Indenture dated as of June 30, 1999)
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, May 15, 2002, October 1, 2002, September 1, 2004,
October 1, 2004, April 1, 2005 and July 1, 2005, respectively, are hereby in all
respects confirmed.

     

     

    ARTICLE
II

     

    CREATION,
PROVISIONS, REDEMPTION,

    PRINCIPAL AMOUNT AND FORM OF
BONDS OF SERIES DUE 2018

     

    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, 8.875% Series due
2018” of the Company and hereinabove and hereinafter called the “Bonds of Series
due 2018.”  The Bonds of Series due 2018 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
Bonds of Series due 2018 shall be issued as fully registered Bonds only, without
coupons, in the denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

     

    
      
        
        

      

      
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    Section
2.03 

     

    (a)           The
Bonds of Series due 2018 shall be dated the date of authentication, shall mature
on November 15, 2018, and shall bear interest from the time hereinafter provided
at the rate of 8.875% per annum payable on May 15 and November 15 in each year
beginning on May 15, 2009 (each such date hereinafter called an “interest payment
date”) on and until maturity, or, in the case of any such Bonds of Series
due 2018 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 Bonds of Series due 2018, until the Company's obligation with respect
to the payment of the principal shall be discharged as provided in the
Indenture.  If the maturity date or any redemption date should fall on
a day that is not a Business Day, the principal due on such date shall be paid
on the next succeeding Business Day and no interest shall accrue for the
intervening period with respect to the payment so deferred.

     

    (b)           The
Bonds of Series due 2018 shall be payable as to principal (and premium, if any)
and interest at the agency of the Company in the Borough of Manhattan, The City
of New York, the City of Akron, State of Ohio, or the City of Cleveland, State
of Ohio 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;
provided that payment
by wire transfer of immediately available funds shall be required with respect
to principal of (and premium, if any), and interest on the Bonds of Series due
2018 so long as such Bonds are held by a Depository (as hereinafter defined) in
the form of one or more Global Bonds (as hereinafter defined).

     

    (c)           Except
as hereinafter provided, each Bond of Series due 2018 shall bear interest from
the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid or duly provided for, then from the date of initial
authentication of such Bonds of Series due 2018, until the principal of such
Bonds of Series due 2018 is paid or duly provided for.  Interest on
the Bonds of Series due 2018 shall be computed on the basis of twelve 30-day
months and a 360-day year and for any period shorter than a full month, on the
basis of the actual number of days elapsed in such period.

     

    (d)           The
interest payable on any interest payment date shall be paid to the respective
persons in whose name the Bonds of Series due 2018 shall be registered at the
close of business on the Record Date (as hereinafter defined) with respect to
such interest payment date, notwithstanding the cancellation of any such Bonds
of Series due 2018 upon any transfer or exchange thereof subsequent to such
Record Date and prior to such interest payment date; provided, however, that if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to the respective
persons in whose names such outstanding Bonds of Series due 2018 are registered
at the close of business on a date (the “Subsequent Record
Date”) not less than ten (10) days nor more than fifteen (15) days next
preceding the date of payment of such defaulted interest, such Subsequent Record
Date to be established by the Company by notice given by mail by or on behalf of
the Company to the registered owners of Bonds of Series due 2018 not less than
ten (10) days next preceding such Subsequent Record Date. Notwithstanding the
foregoing, interest payable at maturity or upon earlier redemption will be
payable to the person to whom principal shall be payable.  If any
interest payment date should fall on a day that is not a Business Day (as
hereinafter defined), then the interest payment shall be made on the next
succeeding Business 

     

    
      
        
        

      

      
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      Day and
no interest shall accrue for the intervening period with respect to the payment
so deferred.

    

     

    (e)           The
term “Record
Date” shall mean, with respect to each interest payment date (other than
an interest payment date that is the maturity date or redemption date) of any
Bond of Series due 2018, the close of business on the fifteenth (15th)
calendar day next preceding the respective interest payment date (whether or not
a Business Day); provided, however, that so long as the Bonds of Series due 2018
are held by a Depository (as defined below) in the form of one or more Global
Bonds, the Record Date with respect to each interest payment date (other than an
interest payment date that is the maturity date or redemption date) will be the
close of business on the Business Day before the applicable interest payment
date.

     

    (f)           The
term “Business
Day” shall mean, any day, other than a Saturday or Sunday, which is not a
day on which the corporate trust office of the Trustee or banking institutions
or trust companies in New York, New York are generally authorized or required by
law, regulation or executive order to remain closed.

     

    Section
2.04 

     

    (a)           In
the manner and subject to the limitations provided in the Indenture and herein,
Bonds of Series due 2018 may be transferred or may be exchanged for a like
aggregate principal amount of Bonds of Series due 2018 of other authorized
denominations, in either case without charge, except for any tax or taxes or
other governmental charges incidental to such transfer or exchange, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, the City of Akron, State of Ohio or the City of Cleveland, State of
Ohio.

     

    (b)           In
the event less than all of the Bonds of Series due 2018 at the time outstanding
are called for redemption, the Company shall not be required (a) to register any
transfer or make any exchange of any such Bonds of Series due 2018 for a period
of fifteen (15) days next preceding the mailing of the notice of redemption of
any such Bonds of Series due 2018, (b) to register any transfer or make any
exchange of any such Bonds of Series due 2018 so called for redemption in its
entirety or (c) to register any transfer or make any exchange of any portion of
any such Bonds of Series due 2018 which has been called for
redemption.

     

    (c)           Except
as otherwise provided in Section 2.03 of this Article II with respect to the
payment of interest, the Company, the agencies of the Company and the Trustee
may deem and treat the person in whose name a Bond of this Series due 2018 is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.

     

    Section
2.05 
The
Bonds of Series due 2018 shall be redeemable as provided in this Article II and
the form of Bond of Series due 2018, subject to the provisions contained in
Article V of the Indenture.

     

    Section
2.06 

     

    (a)           The
Bonds of Series 2018 are subject to redemption, at the option of the Company
prior to maturity in whole or in part at any time, at a redemption price (the
“redemption
price”) equal to the greater of (1) 100% of the principal amount of the
Bonds of Series 2018 to be

     

    
      
        
        

      

      
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     redeemed and
(2) the sum of the present values of the Remaining Scheduled Payments (as
hereinafter defined) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as hereinafter defined) plus 50 basis points, plus, in the case of each of
clause (1) and (2), accrued and unpaid interest, if any, to the redemption date.
The Bonds of Series due 2018 shall not otherwise be subject to redemption by the
Company prior to maturity.

     

    (b)           For
purposes of this Section 2.06 and the form of Bond of Series due 2018, the
following terms shall have the meanings set forth below:

    


    “Comparable
Treasury Issue” shall mean the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term (“Remaining
Life”) of the Bonds of Series due 2018 to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Bonds.

     

    “Comparable
Treasury Price” shall mean with respect to any redemption date: (1) the
average of five Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest Reference Treasury Dealer Quotations, or
(2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

     

    “Independent
Investment Banker” shall mean one of the Reference Treasury Dealers
appointed by the Company, as selected by the Company, or, if such firm is
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing selected by the
Company.

     

    “Reference
Treasury Dealer” shall mean (1) each of Barclays Capital Inc., Credit
Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated, and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in The City of New York (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer; and (2) any other Primary Treasury Dealer selected by the Independent
Investment Banker after consultation with the Company.

     

    “Reference
Treasury Dealer Quotations” shall mean, with respect to each Reference
Treasury Dealer and any redemption date, the average as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m. New York
City time, on the third Business Day preceding such redemption
date.

     

    “Remaining
Scheduled Payments” shall mean, with respect to the Bonds of Series due
2018 to be redeemed, the remaining scheduled payments of principal and interest
on the Bonds of Series due 2018 that would be due after the related
redemption

     

    
      
        
        

      

      
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      date but for such
redemption.  If such redemption date is not an interest payment date
with respect to such Bonds of Series due 2018, the amount of the next succeeding
scheduled interest payment on those Bonds of Series due 2018 will be reduced by
the amount of interest accrued on such Bonds of Series due 2018 to such
redemption date.

    

     

    “Treasury
Rate” shall mean, with respect to any redemption date,

     

    
      	
              ·  

            	
              the yield,
      under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated "H.15(519)", or any successor publication which is
      published weekly by the Federal Reserve and which establishes yields on
      actively traded United States Treasury securities adjusted to constant
      maturity under the caption "Treasury Constant Maturities," for the
      maturity corresponding to the Comparable Treasury Issue (if no maturity is
      within three months before or after the Remaining Life, yields for the two
      published maturities most closely corresponding to the Comparable Treasury
      Issue shall be determined and the Treasury Rate shall be interpolated or
      extrapolated from such yields on a straight line basis, rounding to the
      nearest month) or

            


    

    


    
      	
              ·  

            	
              if such
      release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semi-annual equivalent yield to maturity of the
      Comparable Treasury Issue, calculated using a price for the Comparable
      Treasury Issue (expressed as a percentage of its principal amount) equal
      to the Comparable Treasury Price for such redemption
  date.

            


    

    


    The
Treasury Rate shall be calculated on the third Business Day preceding the
redemption date.

    


    Section
2.07 
Subject
to the applicable provisions of the Indenture and the form of Bonds of Series
due 2018 hereinafter set forth, written notice of redemption of Bonds of Series
due 2018 pursuant to this Supplemental Indenture shall be given by the Trustee
by mailing to each registered owner of such Bonds of Series due 2018 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 Bonds of Series due 2018.  Any notice of
redemption shall be mailed at least thirty (30) days and not more than sixty
(60) days before the redemption date, unless a shorter notice period is
consented to in writing by the registered owner or owners of all Bonds of Series
due 2018 to be redeemed and such consent is filed with the
Trustee.  Notwithstanding Article V, Section 1 of the Indenture, such
notice of redemption need not specify the premium payable in connection with
such redemption but only the manner of calculation thereof.  The
Company shall notify the Trustee of the redemption price promptly after the
calculation thereof and the Trustee shall not be responsible for calculating the
redemption price.  In the event of partial redemption of Bonds of
Series due 2018, the Trustee shall select, not more than 60 days prior to the
redemption date, the particular portions thereof for redemption from the
outstanding Bonds of Series due 2018 to be redeemed, subject to the provisions
of this Supplemental Indenture, in such manner as the Trustee shall deem
appropriate and fair.  Any notice of redemption of the Bonds of Series
due 2018 may be conditional on the 

     

    
      
        
        

      

      
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      Company depositing
funds with the Trustee, or irrevocably directing the Trustee to apply moneys
held by it, sufficient to pay the redemption price thereof, and if such funds
are not so deposited or such direction is not given, such notice shall be of no
effect.

    

     

    Section
2.08 
Any
Bonds of Series due 2018 at any time purchased or otherwise acquired by the
Company shall be surrendered to the Trustee for cancellation and the Trustee
shall forthwith cancel the same.

     

    Section
2.09 
All
Bonds of Series due 2018 redeemed as provided in Sections 2.05, 2.06 and 2.07
shall be surrendered to the Trustee for cancellation and the Trustee shall
forthwith cancel the same.  In the event that part of a Bond of Series
due 2018 shall be redeemed as provided in said Sections 2.05, 2.06 and 2.07,
upon surrender of such Bond to the Trustee for cancellation as aforesaid, the
Trustee shall cancel such Bond and the Company shall execute and the Trustee
shall authenticate and deliver to the registered owner Bonds of Series due 2018
in such authorized denominations as shall be specified by the registered owner
in an aggregate principal amount equal to the unpaid balance of the principal
amount of such surrendered Bond of Series due 2018.

     

    Section
2.10 

     

    (a)           Bonds
of Series due 2018 shall be issued initially in the form of one or more
permanent global securities in definitive, fully registered form without
interest coupons with the global bonds legend set forth on the form of Bonds of
Series due 2018 (each, a “Global
Bond”), deposited with, or on behalf of, The Depository Trust Company
(the “Depository”)
and registered in the name of Cede & Co., as the Depository’s nominee and
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  Each such Global Bond shall be deposited with the Trustee
as custodian for the Depository.

     

    (b)           Members
of, or participants in, the Depository (“Agent
Members") shall have no rights under this Supplemental Indenture or the
Indenture with respect to any Global Bond held on their behalf by the Depository
or by the Trustee as the custodian for the Depository or under such Global Bond,
and the Depository may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of such Global Bond for all
purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial interest in any
Global Bond.

     

    (c)           Except
as provided in this Section 2.10, owners of beneficial interests in Global Bonds
will not be entitled to receive physical delivery of Bonds of Series due
2018.

     

    (d)           Neither
the Company, the Trustee nor any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Bond or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    
      
        
        

      

      
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    (e)           A
Global Bond may not be transferred except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or to a successor Depository or its
nominee.

     

    (f)           Subject
to the procedures of the Depository, a Global Bond shall be exchangeable for
Bonds of Series due 2018 registered in the names of persons other than the
Depository or its nominee only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as a Depository for such Global Bond and
no successor Depository shall have been appointed by the Company, or if at any
time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, at a time when the Depository is
required to be so registered to act as such Depository and no successor
Depository shall have been appointed by the Company, in each case within 90 days
after the Company receives such notice or becomes aware of such cessation, (ii)
the Company in its sole discretion determines that such Global Bond shall be so
exchangeable, or (iii) there shall have occurred an event of default with
respect to the Bonds of Series due 2018.  Any Global Bond that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Bonds
of Series due 2018 registered in such names as the Depository shall
direct.

     

    Section
2.11 
The
aggregate principal amount of Bonds of Series due 2018 which may be
authenticated and delivered hereunder shall not exceed $300,000,000, except as
otherwise provided in the Indenture.

     

    Section
2.12 
The
form of the fully registered Bonds of Series due 2018, and of the Trustee’s
certificate of authentication thereon, shall be substantially as
follows:

     

    


    [FORM OF FULLY
REGISTERED BONDS OF SERIES 2018]

    


    [GLOBAL BONDS
LEGEND]

    


    UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE CLEVELAND ELECTRIC ILLUMINATING COMPANY ("COMPANY")
OR ITS AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    


    TRANSFERS OF THIS
GLOBAL BOND SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
BELOW.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    


    THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY

    Incorporated under
the laws of the State of Ohio

    


    First
Mortgage Bond, 8.875% Series due 2018

    


    


    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 sum of
_____________________________________________ Dollars ($________________) or the
aggregate unpaid principal amount hereof, whichever is less, on
November 15, 2018, 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 from the time hereinafter provided, at the rate specified in
the title hereof, such interest to be payable on May 15 and
November 15 in each year beginning on May 15, 2009 (each such date
herein called an “interest payment
date”), and on and until the date of maturity of this Bond, or, if this
Bond shall be duly called for redemption, on and until the redemption date, or,
if the Company shall default in the payment of the principal amount of this
Bond, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in said Indenture.  Interest
on this Bond shall be computed on the basis of twelve 30-day months and a
360-day year and for any period shorter than a full month on the basis of the
actual number of days elapsed in such period.  Except as hereinafter
provided, this Bond shall bear interest from the most recent date to which
interest has been paid or, if no interest has been paid or duly provided for,
then from the date of initial authentication of this Bond, until the principal
of this Bond has been paid or duly provided for. 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 at the
close of business on the Record Date (hereinafter defined) or, in the case of
defaulted interest, in the manner and to the person as provided in the
Supplemental Indenture (hereinafter defined).

    


    Principal of (and premium, if any) and
interest on this Bond are payable at the agency of the Company in the Borough of
Manhattan, The City of New York, the City of Akron, State of Ohio or City of
Cleveland, State of Ohio; provided that payment by wire
transfer of immediately available funds shall be required with respect to
principal of (and premium, if any), and interest on the Bonds of this Series so
long as such Bonds are held by a Depository (as defined in the Supplemental
Indenture) in the form of one or more Global Bonds (as defined in the
Supplemental Indenture).

    


    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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

      (subsequently Morgan
Guaranty Trust Company of New York and then The Chase Manhattan Bank (National
Association)), now succeeded by JPMorgan Chase Bank, N.A. (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, 8.875% Series due 2018 (herein called the “Bonds of this
Series”) limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $300,000,000, issued under and secured by the
Indenture and described in the Eighty-ninth Supplemental Indenture dated as of
November 1, 2008, between the Company and the Trustee (herein called the
“Supplemental
Indenture”).

    

     

    The Bonds of this
Series are subject to redemption, at the option of the Company prior to maturity
in whole or in part at any time, as provided in Article II of the Supplemental
Indenture, at a redemption price equal to the greater of (1) 100% of the
principal amount of the Bonds of this Series to be redeemed and (2) the sum of
the present values of the Remaining Scheduled Payments (as defined in the
Supplemental Indenture) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined in the Supplemental Indenture) plus 50 basis points,
plus, in the case of each of clause (1) and (2), accrued and unpaid interest, if
any, to the redemption date.

     

    Any redemption of
the Bonds of this Series shall be made after written notice has been given by
the Trustee by mailing to each registered owner of such 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 Bonds.  Any notice of redemption shall be mailed at least
thirty (30) days and not more than sixty (60) days before the redemption date,
unless a shorter notice period is consented to in writing by the registered
owner or owners of all Bonds of this Series to be redeemed and such consent is
filed with the Trustee.  In the event of a partial redemption of Bonds
of this Series, the Trustee shall select the Bonds of this Series to be
redeemed, subject to the provisions of the Supplemental Indenture, in such
manner as the Trustee shall deem appropriate and fair.  Any notice of
redemption of the Bonds of this Series may be conditional on the Company
depositing funds with the Trustee, or irrevocably directing the Trustee to apply
moneys held by it, sufficient to pay the redemption price thereof, and if such
funds are not so deposited or such direction is not given, such notice shall be
of no effect.

     

    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.

     

    In the Eighty-First
Supplemental Indenture, dated June 30, 1999, between the Company and the
Trustee, the Company has modified the Indenture to except and exclude nuclear
fuel (to the extent, if any, not otherwise excepted and excluded) from the lien
and operation thereof as 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

      authorized by the
requisite consent of holders of Bonds in accordance with the Nineteenth
Supplemental Indenture, dated November 23, 1976, between the Company and the
Trustee.

    

     

    In the Supplemental
Indenture, the Company has modified the net earnings certificate provisions in
the Indenture, effective only from and after the time when none of the Bonds of
any series established or created prior to the execution of the Supplemental
Indenture shall remain outstanding, so that net earnings for interest and
property retirement appropriations may be calculated based on any twelve (12)
calendar months during the period of eighteen (18) calendar months, rather than
twelve (12) calendar months during the period of fifteen (15) calendar months,
immediately preceding the first day of the month in which (i) an application for
authentication and delivery of additional Bonds is made, (ii) the first
acquisition of property subject to a lien or liens which will on acquisition be
an unfunded prior lien or prior liens occurs, (iii) additional prior lien bonds
are to be issued, and (iv) a consolidation of the Company with, or the merger of
the Company into, any other corporation, or sale by the Company of its property
as an entirety or substantially as an entirety is to be made.  In the
Supplemental Indenture, the Company has also modified, effective immediately,
the provisions relating to the Trustee in the Indenture by deleting the
requirement that the Trustee, or successor thereto, have a principal office in
the Borough of Manhattan, in the City of New York, New York and by substituting
therefor the requirement that the Trustee have its principal office in the
United States.

     

    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 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 premium if any, or interest on this Bond or change the voting
percentage described above to less than 60% with respect to any Bonds
outstanding when such modification becomes effective.

     

    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.

     

    The term “Record
Date” shall mean, with respect to any interest payment date (other than
an interest payment date that is a maturity date or redemption date) of any Bond
of this Series, the close of business on the fifteenth (15th)
calendar day next preceding the respective interest payment date (whether or not
a Business Day, as defined in the Supplemental Indenture); provided, however,
that so long as the Bonds of this Series are held by a Depository in the form of
one or more Global Bonds, the Record Date with respect to each interest payment
date (other than an interest payment date that is the maturity date or
redemption date) will be the close of business on the Business Day before the
applicable interest payment date.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Subject to the
limitations provided in the Indenture and 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, the
City of Akron, State of Ohio, or City of Cleveland, State of Ohio upon surrender
and cancellation of this Bond, and upon presentation of a duly executed written
instrument of transfer, and thereupon a new fully registered Bond or Bonds of
this 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 Bonds of this 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 and the Supplemental Indenture. In the
event less than all of the Bonds of this Series at the time outstanding are
called for redemption, the Company shall not be required (a) to register any
transfer or make any exchange of any such Bond of this Series for a period of
fifteen (15) days next preceding the mailing of the notice of redemption of any
such Bonds of this Series, (b) to register any transfer or make any exchange of
any such Bond of this Series so called for redemption in its entirety or (c) to
register any transfer or make any exchange of any portion of any such Bond of
this Series which has been called for redemption.  Except as otherwise
provided herein or in the Supplemental Indenture with respect to the payment of
interest, 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 premium, if any) 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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 and its corporate seal to be
hereunto affixed and attested by its Corporate Secretary or an Assistant
Corporate Secretary.

     

    


    
      	
                

                Dated:

              

            	
               

            


    

    
      	 
    	
              THE CLEVELAND
      ELECTRIC 

              ILLUMINATING
      COMPANY

            
	 
    	
               

               

              By:

            	
               
      

               

            
	 
    	 
    	
              Name: Randy
      Scilla

            
	 
    	 
    	
              Title:
      Assistant Treasurer

            
	 
    	 
    	 
    
	
                  
      ATTEST:

               

               

            	 
    	 
    
	
              Name:

            	 
    	 
    
	
              Title:

            	 
    	 
    
	 
    	 
    	 
    


    

    


     

    [affix corporate
seal]

     

    


    


    [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.

     

    


    
      	 	
              JPMORGAN CHASE BANK, N.A.

              as
      Trustee

            
	
                                                                                                                                                                  
      

            
	
               

            	
              By:

            	 
    
	 
    	 	
              Authorized
      Officer

            
	 
    	 	 
    


    

    


    


    [END OF FORM OF
FULLY REGISTERED BOND OF SERIES DUE 2018]

    


     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


     

    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 Bonds of
Series due 2018, 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
IV

     

    MODIFICATION OF
INDENTURE

     

    


    Section
4.01 
The
first sentence of  Section 5 of Article XIII of the Indenture is
hereby amended to read as follows: “If the Trustee shall at any time cease to be
a bank or trust company in good standing organized and doing business under the
laws of the United States or of any State and having its principal office in the
United States and having a combined capital and surplus of not less than
$5,000,000 which is authorized under the laws of the jurisdiction of
incorporation to exercise corporate trust powers and is subject to supervision
or examination by Federal or State authority, then the Trustee shall resign
within thirty days thereafter, such resignation to become effective upon the
appointment of a successor Trustee and such successor’s acceptance of such
appointment.”

     

    Section
4.02 
The
second sentence of the second paragraph of Section 6 of Article XIII of the
Indenture is hereby amended to read as follows: “Every such successor Trustee so
appointed by the Bondholders, by a court of competent jurisdiction or by the
Company shall be a bank or trust company in good standing organized and doing
business under the laws of the United States or of any State thereof and have
its principal office in the United States, and having a combined capital and
surplus of not less than $5,000,000, which is authorized under the laws of the
jurisdiction of incorporation to exercise corporate trust powers and is subject
to supervision or examination by a Federal or State authority.”

     

    Section
4.03 
Effective from and
after the time when none of the Bonds of any series established or created prior
to the execution of this Supplemental Indenture shall remain outstanding, the
first clause of Section 4(b)(1) of Article III of the Indenture as in effect
prior to the date hereof shall be and hereby is amended and modified to read in
its entirety as follows: “The net earnings of the Company available for interest
and property retirement appropriations for any twelve consecutive calendar
months during the period of eighteen calendar months immediately preceding the
first day of the month in which the application for authentication and delivery
of additional Bonds is made, have been in the aggregate equal to not less than
twice the amount of the annual interest charges on,”

     

    Section
4.04      Effective from and after the time when none of the
Bonds of any series established or created prior to the execution of this
Supplemental Indenture shall remain outstanding, Section 14(b) of Article IV of
the Indenture as in effect prior to the date hereof shall be and hereby is
amended and modified to read in its entirety as follows: “unless the net
earnings of such property available for interest and property retirement
appropriations (determined as provided in Article I), for any twelve consecutive
calendar months during the period of eighteen calendar months immediately
preceding the first day of the month in which the first acquisition of property
subject to such lien or liens occurs, shall have been in the aggregate equal to
at least twice the amount of the annual interest charges on all outstanding
indebtedness secured by such liens.”

     

    Section
4.05     Effective from and after the time when none of the
Bonds of any series established or created prior to the execution of this
Supplemental Indenture shall remain 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      outstanding, Section
16(b) of Article IV of the Indenture as in effect prior to the date hereof shall
be and hereby is amended and modified to read in its entirety as follows:
“unless the net earnings of the Company available for interest and property
retirement appropriations (determined as provided in Article I), for any twelve
consecutive calendar months during the period of eighteen calendar months
immediately preceding the first day of the month in which the additional prior
lien bonds are to be issued, have been, in the aggregate, equal to not less than
the greater of twice the amount of the annual interest charges on the
indebtedness specified in subparagraphs (i), (ii) and (iii) of Subdivision
(b)(1) of Section 4 of Article III; provided that, if such application is upon
the basis of payment at maturity of prior lien bonds theretofore sold or
otherwise disposed of or the redemption or purchase thereof after a date two
years prior to the date of their maturity, the provisions of this Subdivision
(b) shall apply only to the extent set forth in Subdivision (cc) of this Section
16.”

    

     

    Section
4.06      Effective from and after the time when
none of the Bonds of any series established or created prior to the execution of
this Supplemental Indenture shall remain outstanding, Section 1(b)(2) of Article
XII of the Indenture as in effect prior to the date hereof shall be and hereby
is amended and modified to read in its entirety as follows: “the net earnings of
such other corporation available for interest and property retirement
appropriations (determined as provided in Article I), for any twelve consecutive
calendar months during the period of eighteen calendar months immediately
preceding the first day of the month in which such consolidation, merger or sale
is to be made, shall have amounted in the aggregate to at least twice the amount
of the annual interest charges on (i) all indebtedness secured by such liens on
the properties of such other corporation which will be outstanding immediately
after such consolidation, merger or sale, and (ii) all other indebtedness of
such other corporation maturing more than one year from the date of creation
thereof which will be outstanding immediately after such consolidation, merger
or sale, in case the successor corporation shall not, simultaneously with such
consolidation, merger or sale, execute and deliver to the Trustee and cause to
be recorded a supplemental indenture subjecting to the lien of this Indenture
all property and franchises then owned and which may thereafter be acquired by
such successor corporation (other than property of the character described in
the granting clauses hereof as excepted property);”

     

    
       

    

    ARTICLE
V

     

     

    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.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    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 Corporate Secretary, and
said JPMORGAN CHASE BANK, N.A. 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:__________________________________________
	 	      
      James F. Pearson, Vice President and
Treasurer


    

     

    

 

    Attest:

     

     

    
      

    

    Rhonda S. Ferguson,
Corporate Secretary

    


    


    Signed, sealed and
acknowledged by

    The
Cleveland Electric Illuminating Company

    in
the presence of

    


    


    

      
        

      

    

    Print Name:
Christine M. Weber

    


    

      
        

      

    

    Print Name: Michael
W. Considine

    


    As
Witnesses

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	 	
              JPMORGAN CHASE
      BANK, N.A., AS TRUSTEE

            
	 	 
	 	 
	 	By:__________________________________
	 	
                 Thomas J. Foley,
      Vice President

            


    

     

                                                                                                                    



    


    Attest:

    


    


    

      
        

      

    

    Paul D. Savitsky,
Vice President

    


    


    Signed, sealed and
acknowledged by

    JPMorgan Chase Bank,
N.A.

    in
the presence of

    


    


    

      
        

      

    

    Print
Name:

     

     

    

      
        

      

    

    Print
Name:

    


    As
witnesses

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    STATE OF
OHIO                    )

                                                    
:    ss.:

    COUNTY OF
SUMMIT          )

    


    


    On this ___ day of
November 2008, before me personally appeared James F. Pearson and Rhonda S.
Ferguson, to me personally known, who being by me severally duly sworn, did say
that they are a Vice President and Treasurer 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 on behalf of said corporation by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said corporation.

     

     

     

     

    
      
        
                                                                                          __________________________,Notary
Public

    

                                                                                                                                                  
Commission Expires________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    STATE OF NEW
YORK        )

                                                    
:    ss.:

    COUNTY OF NEW
YORK    )

    


    


    On this ___ day of
November 2008, before me personally appeared Thomas J. Foley and Paul D.
Savitsky, to me personally known, who being by me severally duly sworn, did say
that they are each a Vice President, of JPMorgan Chase Bank, N.A., that the seal
affixed to the foregoing instrument is the corporate seal of said corporation
and that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said corporation.

     

    
      	
              Francis J.
      Grippo

            
	
              Notary Public,
      State of New York

            
	
              Reg. No.
      4522535

            
	
              Qualified in
      Orange County

            
	
              Commission
      Expires 9/30/2010

            
	 
    	 
    


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This instrument
prepared by:

     

    Lucas F.
Torres

    Akin Gump Strauss
Hauer & Feld LLP

    One Bryant
Park

    New York, New York
10036

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
A

     

    DESCRIPTION
OF REAL PROPERTY

     

    Parcel
No. 1

    


    Lakewood
Substation Addition

    


    Situated in the City
of Lakewood, county of Cuyahoga, and State of Ohio and known as being part of
Original Rockport Township Section 20, also known as being part of Parcel “B” of
a Lot Split Map as recorded in Volume 340, Page 59 of Cuyahoga County Map
Records (C.C.M.R.).

     

    Commencing at a
capped iron pin found at the intersection of the southerly right-of-way of
Athens Avenue (40 feet wide) as dedicated in Volume 87, page 7 of C.C.M.R. with
a westerly line of a parcel of land conveyed to Omni Lakewood LTD. By AFN
200509140880;

     

    Thence South 00°
46’54” West, parallel with the centerline of Clarence Avenue (50 feet wide) as
shown in the Parkside Allotment recorded in Volume 65, Page 20 of C.C.M.R.,
180.00 feet to a P.K. nail found;

     

    Thence North 89°
23’20” West, parallel with the centerline of Athens Avenue, as aforesaid, 3.49
feet to an iron pin set and the Principal Place of Beginning
of a parcel of land herein described;

     

    Thence South 00°
46’54” West, parallel with the centerline of Clarence Avenue, as aforesaid,
90.00 feet to an iron pin set;

     

    Thence North 89°
23’20” West, parallel with the centerline of Athens Avenue, as aforesaid, 126.50
feet to an iron pin set in the easterly line of said Parkside
Allotment;

     

    Thence North 00°
46’54” East, along above said easterly line 90.00 feet to a capped iron pin
found (Kole);

     

    Thence South 89°
23’20” East, 126.50 feet to the Place of Beginning, be the
same more or less subject to all legal highways and containing 0.2614 Acres of
land according to a survey.

     

    Performed by Louise
A. Veverka P.S. 7513 dated November 27, 2005.  All iron pins set are
5/8 inch rebar and capped with yellow caps stamped “Veverka P.S.
7513”

     

    Together with all
easements, rights, privileges and appurtenances thereto, all buildings, land
improvements and personal property thereon, and all of Grantor’s right, title
and interest (if any) in all public ways adjoining the premises.

     

    Bearings are based
on the centerline of Athens Avenue being North 89° 23’20” west, as shown in
Volume 228, Page 58 of C.C.M.R.

     

     

    
      
        
        

      

      
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    Parcel
No. 2

     

    Avondale
Substation and Avon Plant Buffer Land

     

    PARCEL
A  (Vacated Area of Electric Blvd.)

     

    Situated in the City
of Avon Lake, County of Lorain, and State of Ohio, and known as being a part of
Original Avon Township Section Number 6, and further bounded and described as
follows:

     

    Commencing at a
drill hole at the intersection of the southerly right of way of Lake Road (60
feet wide), with the westerly right of way of Avondale Avenue (60 feet wide), as
shown by the Vacation and Apportionment Plat recorded in Volume 84 of Plats,
Page 76 of the Lorain County Records. Thence South 02°-19'-32"
West, along the westerly limits of Avondale Avenue, a distance of 294.41 feet to
a drill hole located at the intersection of the westerly right of way of said
Avondale Avenue and the northerly limits of vacated Electric Boulevard, said
point also being known as the Principle Place of Beginning of land herein
intended to be described;

     

    Thence continuing
South 02°-19'-32"
West, along the westerly limits of Avondale Avenue a distance of 42.48 feet to a
5/8 inch iron pin located at the intersection of the westerly right of way of
said Avondale Avenue and the southerly limits of vacated Electric
Boulevard.

     

    Thence South 72°-55'-22"
West, along the southerly limits of vacated Electric Boulevard a distance of
246.37 feet to a point;

     

    Thence North 02°-21'-43"
East, a distance of 42.49 feet to a point in the northerly limits of said
vacated Electric Boulevard;

     

    Thence North 72°-55'-22"
East, along the northerly limits of vacated Electric Boulevard, a distance of
246.34 feet to the Principle Place of Beginning, containing approximately 9,871
sq. ft. of land be the same more or less but subject to all legal highways and
easements.

     

    PARCEL
B (Vacated Area of Elberton Ave. &
Part
of Caldwell Ave.)

     

    Situated in the City
of Avon Lake, County of Lorain, and State of Ohio, and known as being a part of
Original Avon Township Section Number 6,
and further bounded and described as follows:

     

    Commencing at a
drill hole at the intersection of the southerly right of way of Lake Road (60
feet wide), with the westerly right of way of Avondale Avenue (60 feet wide), as
shown by the Vacation and Apportionment Plat recorded in Volume 84 of Plats,
Page 76 of the Lorain County Records. Thence South 02°-19'-32"
West, along the westerly limits of Avondale Avenue, a distance of 432.41 feet to
an iron pin located at the intersection of the 

     

    
      
        
        

      

      
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      westerly right of
way of said Avondale Avenue and the northerly limits of vacated Caldwell Avenue
(50 feet wide), said point also being known as the Principle Place of Beginning
of land herein intended to be described;

    

     

    Thence continuing
South 02°-19'-32"
West, along the westerly limits of Avondale Avenue a distance of 53.01 feet to a
point located at the intersection of the westerly right of way of said Avondale
Avenue and the southerly limits of vacated Caldwell Avenue;

     

    Thence South 72°-55'-22"
West, along the southerly limits of vacated Caldwell Avenue, a distance of
204.06 feet to an angle point in the easterly limits of vacated Elberton Avenue
(40 feet wide);

     

    Thence South 2°-21'-23"
West, along the easterly limits of said vacated Elberton Avenue, a distance of
782.16 feet to point in the northerly right of way of Durrell Avenue (50 feet
wide);

     

    Thence North 87°43'24"
East, along the northerly right of way of said Durrell Avenue, a distance of
40.00 feet to an iron pin;

     

    Thence North 2°-21'-29"
East, along the westerly limits of said vacated Elberton Avenue, a distance of
821.13 feet to point in the northerly limits of said vacated Caldwell Avenue (50
feet wide);

     

    Thence North 72°-55'-22"
East, along the northerly limits of said vacated Caldwell Avenue, a distance of
246.42 feet to the Principle Place of Beginning, containing approximately 43,318
sq. ft. of land be the same more or less but subject to all legal highways and
easements.

     

    PARCEL
C (Vacated Area of Parkside Avenue)

     

    Situated in the City
of Avon Lake, County of Lorain, and State of Ohio, and known as being a part of
Original Avon Township Section Number 6, and further bounded and described as
follows:

     

    Commencing at a
drill hole at the intersection of the southerly right of way of Lake Road (60
feet wide), with the westerly right of way of Avondale Avenue (60 feet wide), as
shown by the Vacation and Apportionment Plat recorded in Volume 84 of Plats,
Page 76 of the Lorain County Records. Thence South 02°-19'-32"
West, along the westerly limits of Avondale Avenue, a distance of 336.89 feet to
an iron pin located at the intersection of the westerly right of way of said
Avondale Avenue and the vacated southerly limits of Electric Boulevard (40 feet
wide); Thence South 72°-55'-22"
West, a distance of 376.06 feet to an angle point located in the southerly
limits of said vacated Electric Boulevard and the easterly limits of vacated
Parkside Avenue (40 feet wide), said point also being known as the Principle
Place of Beginning of land herein intended to be described;

     

     

    
      
        
        

      

      
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    Thence South 2°-20"-23"
West, along the easterly limits of vacated Parkside Avenue, a distance of 781.09
feet to an angle point;

     

    Thence Noah 88°-42'-48"
West, along the southerly limits of vacated Parkside Avenue, a distance of 40.01
feet to an angle point;

     

    Thence North 2°-20"-23"
East, along the westerly limits of vacated Parkside Avenue, a distance of 767.73
feet to an angle point located in the southerly limits of said vacated Electric
Boulevard;

     

    Thence North 72°-55'-22"
East, a distance of 42.41 feet along the southerly limits of said vacated
Electric Boulevard to the Principle Place of Beginning, containing approximately
30,976 sq. ft. of land be the same more or less but subject to all legal
highways and easements.

     

    PARCEL
D (Vacated Area of Greenwood, Woodruff &
Caldwell
Avenues)

     

    Situated in the City
of Avon Lake, County of Lorain, and State of Ohio, and known as being a part of
Original Avon Township Section Number 6, and further bounded and described as
follows:

     

    Commencing at a
drill hole at the intersection of the southerly right of way of Lake Road (60
feet wide), with the westerly right of way of Avondale Avenue (60 feet wide) as
shown by the Vacation and Apportionment Plat recorded in Volume 84 of Plats,
Page 76 of the Lorain County Records. Thence South 02°-19'-32"
West, along the westerly limits of Avondale Avenue, a distance of 432.41 feet to
an iron pin located at the intersection of the westerly right of way of said
Avondale Avenue and the northerly limits of vacated Caldwell Avenue (50 feet
wide); Thence North 72°-55'-22"
East, a distance of 63.61 feet to a point of intersection with the easterly
right of way of Avondale Avenue and the northerly limits of said vacated
Caldwell Avenue, said point also being known as the Principle Place of Beginning
of land herein intended to be described;

     

    Thence North 72°-55'-22"
East, a distance of 562.12 feet along the northerly limits of said vacated
Caldwell Avenue to a point;

     

    Thence South 2°-18'-43"
West, a distance of 53.01 feet to a point in the southerly limits of said
vacated Caldwell Avenue;

     

    Thence South 72°-55'-22"
West, a distance of 95.41 feet along the southerly limits of said vacated
Caldwell Avenue to an angle point at the easterly limits of vacated Woodruff
Avenue (40 feet wide);

     

    Thence South 2°-18'-43"
West, along the easterly limits of said vacated Woodruff Avenue, a distance of
1025.54 feet to an angle point;

     

    
      
        
        

      

      
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    Thence North 87°-43'-24"
West, along the southerly limits of said vacated Woodruff Avenue, a distance of
40.00 feet to an angle point;

     

    Thence North 2°-18'-43"
East, along the westerly limits of said Woodruff Avenue, a distance of 1011.49
feet to an angle point in the southerly limits of vacated Caldwell
Avenue;

     

    Thence South 72°-55'-22"
West, a distance of 190.82 feet along the southerly limits of said vacated
Caldwell Avenue to an angle point at the easterly limits of vacated Greenwood
Avenue (40 feet wide);

     

    Thence South 2°-18'-43"
West, along the easterly limits of said vacated Greenwood Avenue, a distance of
948.25 feet to an angle point;

     

    Thence North 87°-43'-24"
West, along the southerly limits of said vacated Greenwood Avenue, a distance of
40.00 feet to an angle point;

     

    Thence North 2°-18'-43"
East, along the westerly limits of said vacated Greenwood Avenue, a distance of
934.20 feet to an angle point in the southerly limits of said vacated Caldwell
Avenue;

     

    Thence South 72°-55'-22"
West, a distance of 191.09 feet along the southerly limits of said vacated
Caldwell Avenue to an angle point in the easterly limits of said Avondale
Avenue;

     

    Thence North 02°-19'-32"
East, a distance of 53.01 feet along the easterly limits of said Avondale Avenue
to the Principle Place of Beginning, containing approximately 106,496 sq. ft. of
land be the same more or less but subject to all legal highways and
easements.

     

     

     

    
      
        
        

      

      
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