EX-4.1.85



 





EXHIBIT 4.1.85














THE CLEVELAND ELECTRIC ILLUMINATING COMPANY




TO




JPMORGAN CHASE BANK

(formerly known as THE CHASE MANHATTAN BANK),

(successor to Morgan Guaranty Trust Company of New York,

formerly Guaranty Trust Company of New York)

as Trustee under

The Cleveland Electric Illuminating Company’s Mortgage

and Deed of Trust, Dated July 1, 1940




Eighty-fifth Supplemental Indenture




Dated as of September 1, 2004




First Mortgage Bonds, Pledge Series A of 2004 due 2033
















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     Eighty-fifth Supplemental Indenture, dated as of September 1, 2004, made
by and between THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation
organized and existing under the laws of the State of Ohio (the “Company”), and
JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), successor by
merger to The Chase Manhattan Bank (National Association), which in turn was
successor to Morgan Guaranty Trust Company of New York, formerly Guaranty Trust
Company of New York), a corporation organized and existing under the laws of
the State of New York (the “Trustee”), as Trustee under the Mortgage and Deed
of Trust dated July 1, 1940, hereinafter mentioned:



RECITALS




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



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



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



     The Company has determined to create pursuant to the provisions of the
Indenture a new series of first mortgage bonds (the “Pledge Bonds”) to be
pledged as security for the payment of certain obligations undertaken by the
Company in connection with the issuance by the Ohio Water Development Authority
(the “Authority”) of $46,100,000 aggregate principal amount of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 2004-A (The Cleveland
Electric Illuminating Company Project) (the “Revenue Bonds”), with such first
mortgage bonds to have the denominations, rates of interest, date of maturity,
redemption provisions and other provisions and agreements in respect thereof as
in this Supplemental Indenture set forth; and



     The Pledge Bonds are to be limited in aggregate principal amount to
$46,100,000 and are to be delivered to J.P. Morgan Trust Company, National
Association, as trustee (hereinafter called the “Revenue Bond Trustee”) under
the Trust Indenture (the “Revenue Bond Indenture”) dated as of September 1,
2004 between the Authority and the Revenue Bond Trustee; 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, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:



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



ARTICLE II




CREATION, PROVISIONS, REDEMPTION,

PRINCIPAL AMOUNT AND FORM OF PLEDGE BONDS




     Section 2.01 The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as “First Mortgage
Bonds, Pledge Series A of 2004 due 2033” of the Company and hereinabove and
hereinafter called the “Pledge Bonds.” The Pledge Bonds shall be executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, all of the terms, conditions and covenants of the
Indenture.



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



     Section 2.03 The Pledge Bonds shall be dated the date of authentication,
shall mature on September 1, 2033, and shall bear interest from the time
hereinafter provided at such rate per annum on each interest payment date
hereinafter defined as shall cause the amount of interest payable on such
Pledge Bonds to equal the amount of interest payable on the Revenue Bonds, such
interest to be payable on September 1 and March 1 in each year commencing on
the September 1 or March 1 next succeeding the Initial Interest Accrual Date
(as defined in the form of Pledge Bond hereinafter set forth) (each such date
hereinafter called an “interest payment date”) on and until maturity, or, in
the case of any such Pledge Bonds duly called for redemption, on and until the
redemption date, or in the case of any default by the Company in the payment of
the principal due on any such Pledge Bonds, until the Company’s obligation with
respect to the payment of the principal shall be discharged as provided in the
Indenture.



     The Pledge Bonds shall be payable as to principal and interest at the
agency of the Company in the Borough of Manhattan, The City of New York or the
City of Akron, 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.



     Except as hereinafter provided, each Pledge Bond shall bear interest from
the Initial Interest Accrual Date (as defined in the form of Pledge Bond
hereinafter set forth) until the principal of such Pledge Bond is paid or duly
provided for.



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     The interest payable on any interest payment date shall be paid to the
respective persons in whose names the Pledge Bonds shall be registered at the
close of business on the record date therefore, which shall be the
15th day
next preceding such interest payment date, notwithstanding the cancellation of
any such Bond 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 (other than an interest payment date that is a
redemption date or maturity date), such defaulted interest shall be paid to the
respective persons in whose names such outstanding Pledge Bonds are registered
at the close of business on a date (the “Subsequent Record Date”) not less than
10 days nor more than 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 Pledge Bonds not less than 10 days next preceding such
Subsequent Record Date. If any interest payment date should fall on a day that
is not a business day, then such interest payment date shall be the next
succeeding business day.



     The interest rate on the Pledge Bonds shall be the same rate of interest
per annum as is borne by the Revenue Bonds; provided, however, that if there
are different rates of interest borne by the Revenue Bonds, or if interest is
required to be paid on the Revenue Bonds more frequently than on each September
1 or March 1, the interest rate on the Pledge Bonds shall be the rate that
results in the total amount of interest payable on an interest payment date, a
redemption date or at maturity, as the case may be, or at any other time
interest on the Pledge Bonds is due and payable, to be equal to the total
amount of unpaid interest that has accrued on all then outstanding Revenue
Bonds.



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



     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 Pledge Bond is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.



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



     Section 2.06 Subject to the applicable provisions of the Indenture,
written notice of redemption of Pledge Bonds pursuant to this Supplemental
Indenture shall be given by the Trustee by mailing to each registered owner of
such Pledge 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 Pledge Bonds. Any notice of
redemption shall be mailed at least thirty (30) days, but no more than sixty
(60) days, prior to the redemption date.



     Section 2.07 If and when the principal of any Revenue Bonds shall be paid
(other than by the application of the proceeds of any payment by the Bond
Insurer (as defined in the Revenue Bond Indenture) under the Policy (as defined
in the Revenue Bond Indenture)), then there shall be deemed to have been paid a
principal amount of the Pledge Bonds then outstanding which bears the same
ratio to the aggregate principal amount of Pledge Bonds then outstanding as the
principal amount of the Revenue Bonds so paid bears to the aggregate principal
amount of the Revenue Bonds outstanding immediately before such payment;
provided, however, that such payment of Pledge Bonds shall be deemed to have
been made only when and to the extent that notice of such payment of the
principal amount of such Revenue Bonds shall have been given by the Company to
the Trustee. The Trustee may rely upon any such notification by the Company
that such payment of Revenue Bonds has been so made.



     Section 2.08 The Pledge Bonds shall be redeemed by the Company in whole at
any time prior to maturity at a redemption price of 100% of the principal
amount to be redeemed, plus accrued and unpaid interest to



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the redemption date, as stated in the form of the Pledge Bond hereinafter set forth. The Pledge
Bonds shall not otherwise be subject to redemption by the Company prior to
maturity.




     Section 2.09 From and after the Release Date (as defined in the Revenue
Bond Indenture), all Pledge Bonds shall be deemed fully paid, satisfied and
discharged and all obligations of the Company thereunder shall be terminated.
Upon notification of the occurrence of the Release Date from the Company or the
Trustee, each holder of Pledge Bonds shall surrender such Pledge Bonds to the
Trustee for cancellation, whereupon the Trustee shall cancel the same.



     Section 2.10 Pledge Bonds shall not be transferable except (i) to a
successor to the Revenue Bond Trustee under the Revenue Bond Indenture, (ii) in
connection with the exercise of the rights and remedies of the holder thereof
consequent upon an event of default as defined in the Indenture, or (iii) as
may be necessary to comply with a final order of a court of competent
jurisdiction in connection with any bankruptcy or reorganization proceeding of
the Company.



     Section 2.11 The aggregate principal amount of Pledge Bonds which may be
authenticated and delivered hereunder shall not exceed $46,100,000, except as
otherwise provided in the Indenture.



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



[FORM OF FULLY REGISTERED PLEDGE BOND]




This Bond is not transferable except (i) to a successor trustee under the Trust
Indenture, dated as of September 1, 2004, between the Ohio Water Development
Authority and J.P. Morgan Trust Company, National Association, as trustee,
referred to herein (ii) in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a “default” as defined in the
Indenture referred to herein or (iii) as may be necessary to comply with a
final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.



THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

Incorporated under the laws of the State of Ohio




First Mortgage Bond, Pledge Series A of 2004 due 2033




			
	No.                   
	 	$                   







     THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the “Company,”
which term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to                   , or registered assigns, the sum of                    Dollars ($                   ) or
the aggregate unpaid principal amount hereof, whichever is less, on September
1, 2033, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts,
and to pay interest on the unpaid principal amount hereof in like coin or
currency from the time hereinafter provided, at the rate specified in Article
II of the Supplemental Indenture (hereinafter referred to), such interest to be
payable on September 1 and March 1 in each year commencing on the September 1
or March 1 next succeeding the Initial Interest Accrual Date (hereinafter
defined) (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



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Indenture. Except as hereinafter provided, this Bond shall bear interest from the Initial Interest Accrual Date (hereinafter
defined) 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 or,
in the case of defaulted interest, on a day preceding the date of payment
thereof established by notice to the registered owner of this Bond in the
manner provided in the Supplemental Indenture (hereinafter referred to).
Principal of and interest on this Bond are payable at the agency of the Company
in the Borough of Manhattan, The City of New York or the City of Akron, State
of Ohio.



     This Bond is one of the duly authorized Bonds of the Company (herein
called the “Bonds”), all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust dated July 1, 1940, executed by the Company to
Guaranty Trust Company of New York (subsequently Morgan Guaranty Trust Company
of New York and then The Chase Manhattan Bank (National Association)), now
succeeded by JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank),
as Trustee (herein called the “Trustee”), and all indentures supplemental
thereto (said Mortgage as so supplemented herein called the “Indenture”) to
which reference is hereby made for a description of the properties mortgaged
and pledged, the nature and extent of the security, the rights of the
registered owner or owners of the Bonds and of the Trustee in respect thereof,
and the terms and conditions upon which the Bonds are, and are to be, secured.
The Bonds may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise vary as
in the Indenture provided. This Bond is one of a series designated as the First
Mortgage Bonds, Pledge Series A of 2004 due 2033 (herein called the “Pledge
Bonds”) limited, except as otherwise provided in the Indenture, in aggregate
principal amount to $46,100,000, issued under and secured by the Indenture and
described in the Eighty-fifth Supplemental Indenture dated as of September 1,
2004, between the Company and the Trustee (herein called the “Supplemental
Indenture”).



     The Pledge Bonds have been delivered by the Company to J.P. Morgan Trust
Company, National Association, as trustee (hereinafter called the “Revenue Bond
Trustee”) under the Trust Indenture (the “Revenue Bond Indenture”) dated as of
September 1, 2004 between the Ohio Water Development Authority (the
“Authority”) and the Revenue Bond Trustee securing $46,100,000 of the
Authority’s State of Ohio Pollution Control Revenue Refunding Bonds, Series
2004-A (The Cleveland Electric Illuminating Company Project), which have been
issued on behalf of the Company (the “Revenue Bonds”).



     If and when the principal of any Revenue Bonds is paid (other than by the
application of the proceeds of any payment by the Bond Insurer (as defined in
the Revenue Bond Indenture) under the Policy (as defined in the Revenue Bond
Indenture)), then there is deemed to be paid a principal amount of the Pledge
Bonds then outstanding which bears the same ratio to the aggregate principal
amount of Pledge Bonds then outstanding as the aggregate principal amount of
the Revenue Bonds so paid bears to the aggregate principal amount of the
Revenue Bonds outstanding immediately before such payment; provided, however,
that such payment of Pledge Bonds is deemed to be made only when and to the
extent that notice of such payment of such Revenue Bonds is given by the
Company to the Trustee.



     The Pledge Bonds shall be redeemed by the Company in whole at any time
prior to maturity at a redemption price of 100% of the principal amount to be
redeemed, plus accrued and unpaid interest to the redemption date, but only if
the Trustee shall receive written advice from the Revenue Bond Trustee stating
that the principal amount of all the Revenue Bonds then outstanding under the
Revenue Bond Indenture has been declared due and payable pursuant to the
provisions of Section 11.02 of the Revenue Bond Indenture, specifying the date
of the accelerated maturity of such Revenue Bonds and the date or dates from
which interest on the Revenue Bonds issued under the Revenue Bond Indenture has
then accrued and is unpaid (specifying the rate or rates of such accrual and
the principal amount of the particular Revenue Bonds to which such rates
apply), stating such declaration of maturity has not been annulled and
demanding payment of the principal amount of the Pledge Bonds plus accrued
interest thereon to the date fixed for such redemption. The date fixed for such
redemption shall be not earlier than the date specified in the aforesaid
written advice as the date of accelerated maturity of the Revenue Bonds then
outstanding under the Revenue Bond Indenture, and not later than forty-five
days after such date of accelerated maturity. Upon mailing of notice of
redemption, the earliest date from which unpaid interest on the Revenue Bonds
has then accrued (as specified by the Revenue Bond Trustee) shall become the
initial interest accrual date (the “Initial Interest Accrual Date”) with
respect to the Pledge Bonds; provided, however, on any demand for payment of



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the principal amount thereof at maturity as a result of the principal of the
Revenue Bonds becoming due and payable on the maturity date of the Pledge
Bonds, the earliest date from which unpaid interest on the Revenue Bonds has
then accrued shall become the Initial Interest Accrual Date with respect to the
Pledge Bonds, such date, together with each other different date from which
unpaid interest on the Revenue Bonds has then accrued, to be as stated in a
written notice from the Revenue Bond Trustee to the Trustee, which notice shall
also specify the rate or rates of such accrual and the principal amount of the
particular Revenue Bonds to which such rate or rates apply. The aforementioned
notice of redemption shall become null and void for all purposes under the
Indenture (including the fixing of the Initial Interest Accrual Date with
respect to the bonds of this series) upon receipt by the Trustee of written
notice from the Revenue Bond Trustee of the annulment of the acceleration of
the maturity of the Revenue Bonds then outstanding under the Revenue Bond
Indenture and of the rescission of the aforesaid written advice prior to the
redemption date specified in such notice of redemption, and thereupon no
redemption of the Pledge Bonds and no payment in respect thereof as specified
in such notice of redemption shall be effected or required. But no such
rescission shall extend to any subsequent written advice from the Revenue Bond
Trustee or impair any right consequent on such subsequent written advice.




     Any redemption of the Pledge Bonds shall be made after written notice to
the registered owner or owners of such Bonds, sent by the Trustee by first
class mail postage prepaid, at least 30 days and not more than 60 days before
the redemption date, unless a shorter notice period is consented to in writing
by the registered owner or owners of all Pledge Bonds and such consent is filed
with the Trustee, and such redemption and notice shall be made in the manner
provided in Article II of the Supplemental Indenture, subject to the provisions
of the Indenture.



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



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



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



     Subject to the limitations provided in the Indenture and Section 2.10 of
the Supplemental Indenture, this Bond is transferable by the registered owner
hereof, in person or by duly authorized attorney, on the books of the Company
to be kept for that purpose at the office or agency of the Company in the
Borough of Manhattan, The City of New York or the City of Akron, State of Ohio
upon surrender and cancellation of this Bond, and upon presentation of a duly
executed written instrument of transfer, and thereupon new fully registered
Pledge Bonds of the same series, of the same aggregate principal amount and in
authorized denominations will be issued to the transferee or transferees in
exchange herefor, and this Bond, with or without others of the same series, may
in like manner be exchanged for one or more new fully registered Pledge Bonds
of the same series of other authorized denominations but of the same aggregate
principal amount; all without charge except for any tax or taxes or other
governmental charges incidental to such transfer or exchange and all subject to
the terms and conditions set forth in the Indenture. The Company, the agencies
of the Company and the Trustee may deem and treat the person in whose



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name this Bond is registered as the absolute owner hereof for the purpose of receiving
any payment and for all other purposes.




     From and after the Release Date (as defined in the Revenue Bond
Indenture), all Pledge Bonds shall be deemed fully paid, satisfied and
discharged and all obligations of the Company hereunder shall be terminated.
Upon notification of the occurrence of the Release Date from the Company or the
Trustee, each holder of Pledge Bonds shall surrender such Pledge Bonds to the
Trustee for cancellation, whereupon the Trustee shall cancel the same.



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



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



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



	 	 	 	 	 
	Dated:	 	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
	 
	 	 	 	 
	Attest:

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	                  Vice President
	 
	 	 	 	 
	
	 	 
	Corporate Secretary
	 	 	 	 







[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]




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


	 	 	 	 	 
	 	JPMORGAN CHASE BANK, TRUSTEE

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




[END OF FORM OF FULLY REGISTERED PLEDGE BOND]




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ARTICLE III




THE TRUSTEE





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



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



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



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



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



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



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



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




     Section 3.05 The Trustee shall advise the Company in writing of the
receipt of any notification provided for pursuant to the redemption provisions
contained in the form of the Pledge Bonds hereinabove set forth and Section
2.08 of Article II of this Supplemental Indenture.



ARTICLE IV




MISCELLANEOUS PROVISIONS




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



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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, in evidence of its acceptance of the trust hereby created, has
caused this Supplemental Indenture to be executed on its behalf by one of its
Vice Presidents or one of its Trust Officers, and its corporate seal to be
hereto affixed and said seal and this Supplemental Indenture to be attested by
one of its Secretaries or authorized officers, all as of the day and year first
above written.


	 	 	 	 	 
	 	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

 	 
	 	By:  	 	 
	 	 	Richard H. Marsh, Senior Vice President 	 
	 	 	and Chief Financial Officer 	 
	 




[SEAL]




Attest:







David W. Whitehead,
Corporate Secretary




Signed, sealed and acknowledged by

The Cleveland Electric Illuminating Company
in the presence of







James G. Smith







Edward J. Morgan




As Witnesses




11









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	____________________, Vice President 	 
	 	 	 	 
	 



Attest:







________________, Trust
Officer




Signed, sealed and acknowledged by

JPMorgan Chase Bank
in the presence of







Print Name:







Print Name:




As witnesses




12









 








	 	 	 	 	 	 	 
	STATE OF OHIO

	 	 	)	 	 	 
	

	 	 	:	 	 	ss.:
	COUNTY OF SUMMIT

	 	 	)	 	 	 







     On this                     day of August 2004, before me personally appeared Richard H.
Marsh and David W. Whitehead, to me personally known, who being by me severally
duly sworn, did say that they are a Senior Vice President and Chief Financial
Officer and the Corporate Secretary, respectively, of The Cleveland Electric
Illuminating Company, that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors;
and said officers severally acknowledged said instrument to the free act and
deed of said corporation.


	 	 	 	 	 
	 	

Notary Public

Susie M. Hoisten

Residence – Summit County

State Wide Jurisdiction, Ohio

My Commission expires December 9, 2006

 	 




13









 







	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)

:	 	 	ss.:
	COUNTY OF NEW YORK

	 	 	)	 	 	 







     On this                     day of August 2004, before me personally appeared
                   and                    ,to me personally known, who being by
me severally duly sworn, did say that they are a Vice President and a Trust
Officer, respectively, of JPMorgan Chase Bank, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said
instrument to the free act and deed of said corporation.


	 	 	 	 	 
	 	

Notary Public, State of New York

No.                    

Qualified in                     County

Certificate Filed in                     County

Commission Expires                    

 	 





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




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