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-seventh
      Supplemental Indenture

    


    Dated
      as of April
      1, 2005

    


    First
      Mortgage
      Bonds, Pledge Series A of 2005 due 2035

    


    


    
      
        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    


    


    Eighty-seventh
      Supplemental Indenture, dated as of April 1, 2005, 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. (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 national banking association (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-six Supplemental Indentures thereto;
      and

     

    The
      1940 Mortgage,
      as supplemented and modified by said Supplemental Indentures and by this
      Eighty-seventh Supplemental Indenture, will be hereinafter collectively referred
      to as the “Indenture” and this Eighty-seventh 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 Beaver County Industrial Development Authority (the “Authority”)
      of $53,900,000 aggregate principal amount of Pollution Control Revenue Refunding
      Bonds, Series 2005-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 $53,900,000 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 April 1, 2005 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:

     

     

    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, October 1, 2002, September 1, 2004 and
      October 1, 2004, 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 2005 due
      2035” 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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 April 1, 2035, 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 April 1 and October 1
      in
      each year commencing on the April 1 or October 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.

     

    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 April 1 or October 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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 V of the Indenture and the form of Pledge
      Bond hereinafter set forth.

     

    Section
      2.06  Subject
      to the
      applicable provisions of the Indenture and the form of Pledge Bond hereinafter
      set forth, 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, 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 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. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 $53,900,000, 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 April 1, 2005, between the Beaver County Industrial 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 2005 due 2035

    


    


    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 April 1, 2035,
      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
      April 1 and October 1 in each year commencing on the April 1
      or
      October 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 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. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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.

     

    The
      provisions of
      this Bond are continued on the reverse hereof and such continued provisions
      shall for all purposes have the same effect as though fully set forth at this
      place. 

     

    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

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    [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., TRUSTEE
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                

              
	 	Authorized
                Officer


      



    


     

    [Reverse
      of Form of
      Bond]

     

     

     

    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

     

    First
      Mortgage Bond, Pledge Series A of 2005 due 2035

     

    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,
      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 Pledge
      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 2005 due 2035 (herein called the “Pledge Bonds”) limited, except as otherwise
      provided in the Indenture, in aggregate principal amount to $53,900,000, issued
      under and secured by the Indenture and described in the Eighty-seventh
      Supplemental Indenture dated as of April 1, 2005, 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 April 1, 2005
      between the Beaver County Industrial Development Authority (the “Authority”) and
      the Revenue Bond Trustee securing $53,900,000 of the Authority’s Pollution
      Control Revenue Refunding Bonds, Series 2005-A (The Cleveland Electric
      Illuminating Company Project), which have been issued on behalf of the Company
      (the “Revenue Bonds”).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    If
      and when the
      principal of any Revenue Bonds is paid, 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
      set
      forth in the aforesaid written advice and shall not be (i) earlier than the
      later of (a) the date specified in such written advice as the date of
      accelerated maturity of the Revenue Bonds then outstanding under the Revenue
      Bond Indenture, and (b), unless the Revenue Bond Trustee, as sole holder of
      the
      Pledge Bonds, waives the requirement of notice of such redemption, forty five
      days after the Trustee’s receipt of such written advice and (ii) later than
      fifty days after such date of accelerated maturity. Upon mailing of notice
      of
      redemption (or if the requirement for such notice is waived, upon receipt of
      the
      aforesaid written advice), 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 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 (or if the requirement for such notice is waived, such
      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 (or if the requirement for such notice
      is
      waived, specified in the aforesaid written advice), and thereupon no redemption
      of the Pledge Bonds and no payment in respect thereof as specified in such
      notice of redemption (or if the requirement for such notice is waived, as
      specified in the aforesaid written advice) 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Unless
      the
      requirement for such notice is waived in accordance with the preceding
      paragraph, any redemption of the Pledge Bonds shall be made after written notice
      to the registered owner or owners of such Pledge 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 name
      this
      Bond is registered as the absolute owner hereof for the purpose of receiving
      any
      payment and for all other purposes.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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.

     

    [END
      OF FORM OF
      FULLY REGISTERED PLEDGE BOND]

    


     

    


    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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Section
      3.03  For
      purposes of
      this Supplemental Indenture (a) the Trustee may conclusively rely and shall
      be
      protected in acting upon a written certificate of the Revenue Bond Trustee
      as to
      the interest rate of, interest payment dates of and basis on which interest
      is
      computed for, the respective Revenue Bonds, with respect to payments under
      the
      respective Revenue Bonds and with respect to the existence of the Release Date
      and 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 (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 and (c)
      a
      written certificate of the Revenue Bond Trustee shall mean a written certificate
      executed by the president, any vice president or any authorized officer of
      such
      Revenue Bond Trustee.

     

    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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
      IV

     

    MISCELLANEOUS
      PROVISIONS

     

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

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    


     

    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:  	 
	 	
              

            
	 	Harvey
              L.
              Wagner, Vice President and Controller


    

    THE
      CLEVELAND
      ELECTRIC ILLUMINATING COMPANY

    


    


    [SEAL]

     

    


    Attest:

     

    __________________________________
David
      W. Whitehead,
      Corporate Secretary

    


    


    Signed,
      sealed and
      acknowledged by

    The
      Cleveland
      Electric Illuminating Company

    in
      the presence of

    


    _________________________________


    Richard
      L. Anthony


     

    _________________________________
Edward
      J.
      Morgan

    


    As
      Witnesses

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	JPMORGAN
              CHASE BANK, N.A., AS TRUSTEE
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	______________________,
              Vice President


    

    


     

    


    


    Attest:

    


    ________________________________


    ________________,
      Trust Officer

    


    


    Signed,
      sealed and
      acknowledged by 

    JPMorgan
      Chase
      Bank, N.A.

    in
      the presence of 

    


    ____________________________


    Print
      Name:

     

    ____________________________
Print
      Name:

    


    As
      witnesses

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    


    


    


    STATE
      OF
      OHIO                  
       )

    :
      ss.:

    COUNTY
      OF
      SUMMIT           
      )

    


    


    On
      this ___ day of
      April 2005, before me personally appeared Harvey L. Wagner and David W.
      Whitehead, to me personally known, who being by me severally duly sworn, did
      say
      that they are a Vice President and Controller 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

              


      



    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    STATE
      OF NEW
      YORK )

                                        
      :
      ss.:

    COUNTY
      OF NEW
      YORK )

    


    


    On
      this ___ day of
      April 2005, 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, 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 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.

     

    
      
        
        

      

      
        16