Unassociated Document


    


    


    Exhibit
      4.2


    


    
      
        

      



    


    


    


    


    


    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-eighth
      Supplemental Indenture

    


    Dated
      as of July 1,
      2005

    


    First
      Mortgage
      Bonds, Pledge Series B of 2005 due 2034

    First
      Mortgage
      Bonds, Pledge Series C of 2005 due 2034

    First
      Mortgage
      Bonds, Pledge Series D of 2005 due 2035

    


     

     

    
      
        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Eighty-eighth
      Supplemental Indenture, dated as of July 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-seven Supplemental Indentures thereto;
      and

     

    The
      1940 Mortgage,
      as supplemented and modified by said Supplemental Indentures and by this
      Eighty-eighth Supplemental Indenture, will be hereinafter collectively referred
      to as the “Indenture” and this Eighty-eighth 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 three new
      series of first mortgage bonds designated as “First Mortgage Bonds, Pledge
      Series B of 2005 due 2034” (the “Series B Bonds”), “First Mortgage Bonds, Pledge
      Series C of 2005 due 2034” (the “Series C Bonds”) and “First Mortgage Bonds,
      Pledge Series D of 2005 due 2035” (the “Series D Bonds”), with the respective
      denominations, rates of interest, date of maturity, redemption provisions and
      other provisions and agreements in respect thereof as in this Supplemental
      Indenture set forth; and

     

    The
      Series B Bonds
      are to be limited in aggregate principal amount to $40,900,000 and are to be
      issued by the Company and delivered to Financial Guaranty Insurance Company,
      a
      New York stock insurance corporation (the “Insurer”), pursuant to an Insurance
      Agreement, dated as of July 1, 2005 (the “Water Insurance Agreement”), between
      the Company and the Insurer under which (i)
      the Insurer has
      agreed to issue a municipal bond new issue insurance policy (the "Water Policy")
      insuring the payment of the principal of and interest on, and for the benefit
      of
      the holders of, $40,900,000 aggregate principal amount of the State of Ohio
      Pollution Control Revenue Refunding Bonds, Series 2005-A (The Cleveland Electric
      Illuminating Company Project) (the "Water Bonds") to be issued by the Ohio
      Water
      Development Authority, and (ii) the Company has agreed to deliver to the Insurer
      a series of its first mortgage bonds as security for the Company's obligation
      to
      reimburse the Insurer in respect of payments made by the Insurer under the
      Water
      Policy; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Series C Bonds
      are to be limited in aggregate principal amount to $2,900,000 and are to be
      issued by the Company and delivered to the Insurer pursuant to an Insurance
      Agreement, dated as of July 1, 2005 (the “Air Insurance Agreement”), between the
      Company and the Insurer under which (i)
      the Insurer has
      agreed to issue a municipal bond new issue insurance policy (the “Air Policy")
      insuring the payment of the principal of and interest on, and for the benefit
      of
      the holders of, $2,900,000 aggregate principal amount of the State of Ohio
      Pollution Control Revenue Refunding Bonds, Series 2005-A (The Cleveland Electric
      Illuminating Company Project) (the “Air Bonds”) to be issued by the Ohio Air
      Quality Development Authority, and (ii) the Company has agreed to deliver to
      the
      Insurer a series of its first mortgage bonds as security for the Company's
      obligation to reimburse the Insurer in respect of payments made by the Insurer
      under the Air Policy; and

     

    The
      Series D Bonds
      are to be limited in aggregate principal amount to $45,150,000 and are to be
      issued by the Company and delivered to the Insurer pursuant to an Insurance
      Agreement, dated as of July 1, 2005 (the “BCIDA Insurance Agreement”), between
      the Company and the Insurer under which (i)
      the Insurer has
      agreed to issue a municipal bond new issue insurance policy (the “BCIDA Policy")
      insuring the payment of the principal of and interest on, and for the benefit
      of
      the holders of, $45,150,000 aggregate principal amount of Pollution Control
      Revenue Refunding Bonds, Series 2005-B (The Cleveland Electric Illuminating
      Company Project) (the “BCIDA Bonds”) to be issued by the Beaver County
      Industrial Development Authority, and (ii) the Company has agreed to deliver
      to
      the Insurer a series of its first mortgage bonds as security for the Company's
      obligation to reimburse the Insurer in respect of payments made by the Insurer
      under the BCIDA Policy; and

     

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

     

    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:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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,
      October 1, 2004, and April 1, 2005, respectively, are hereby in all respects
      confirmed.

     

     

    ARTICLE
      II

     

    CREATION,
      PROVISIONS, REDEMPTION, PRINCIPAL 

    AMOUNT
      AND FORM
      OF SERIES B 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 B of 2005 due
      2034” of the Company and hereinabove and hereinafter called the “Series B
      Bonds.” The Series B Bonds shall be executed, authenticated and delivered in
      accordance with the provisions of, and shall in all respects be subject to,
      all
      of the terms, conditions and covenants of the Indenture.

     

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

     

    Section
      2.03 The
      Series B Bonds
      shall be dated the date of authentication, shall mature on January 1, 2034,
      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 Series B Bonds to equal the amount of interest payable
      on the Water Bonds, such interest to be payable on the same dates as interest
      is
      payable on the Water Bonds (each such date hereinafter called an “interest
      payment date”) on and until maturity, or, in the case of any such Series B Bonds
      duly called for redemption, on and until the redemption date, or in the case
      of
      any default by the Company in the payment of the principal due on any such
      Series B Bonds, until the Company’s obligation with respect to the payment of
      the principal shall be discharged as provided in the Indenture. The amount
      of
      interest payable on each interest payment date shall be computed on the same
      basis as the corresponding amount is computed on the Water Bonds, provided,
      however, that the aggregate amount of interest payable on any interest payment
      date shall not exceed an amount which results in an interest rate of more than
      12% per annum on the aggregate principal amount of the Series B Bonds
      outstanding from time to time.

     

    
      
        
        

      

      
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    Section
      2.04 The
      Series B 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 Series B Bond shall bear interest (a) from
      the
      interest payment date next preceding the date of such Series B Bond to which
      interest has been paid, or (b) if the date of such Series B Bond is an interest
      payment date to which interest has been paid, then from such date, or (c) if
      no
      interest has been paid thereon, then from the date of initial issue. The Trustee
      may rely upon the certification of the Insurer (i) of the interest rate of,
      interest accrual date for, interest payment dates of and basis on which interest
      is computed for, the Water Bonds as necessary to enable the Trustee to determine
      for the Series B Bonds their corresponding interest rate, amount of interest
      due, interest payment dates and basis on which interest shall be computed,
      (ii)
      with respect to its payments under the Water Policy and (iii) as to whether
      the
      Release Date has occurred.

     

    The
      interest
      payable on any interest payment date shall be paid to the respective persons
      in
      whose names the Series B 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 Series B 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 Series B 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.

     

    Section
      2.05 In
      the manner and
      subject to the limitations provided in the Indenture, Series B Bonds may be
      exchanged for a like aggregate principal amount of Series B 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.

     

    
      
        
        

      

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

     

    Section
      2.06 The
      Series B 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
      Series B Bond hereinafter set forth.

     

    Section
      2.07 Subject
      to the
      applicable provisions of the Indenture and the form of Series B Bond hereinafter
      set forth, written notice of redemption of Series B Bonds pursuant to this
      Supplemental Indenture shall be given by the Trustee by mailing to each
      registered owner of such Series B Bonds to be redeemed a notice of such
      redemption, first class postage prepaid, at its last address as it shall appear
      upon the books of the Company for the registration and transfer of such Series
      B
      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
      2.08 The
      Series B 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 Series
      B Bond hereinafter set forth. The Series B Bonds shall not otherwise be subject
      to redemption by the Company prior to maturity.

     

    Section
      2.09 The
      Company’s
      obligation to pay principal of or interest on the Series B Bonds shall be fully
      or partially satisfied as stated in the form of Series B Bond hereinafter set
      forth.

     

    Section
      2.10 From
      and after the
      Release Date (as defined in the Water Insurance Agreement), all Series B 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, each holder of Series B Bonds shall surrender
      such Series B Bonds to the Trustee for cancellation, whereupon the Trustee
      shall
      cancel the same. 

     

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

     

    Section
      2.12 The
      aggregate
      principal amount of Series B Bonds which may be authenticated and delivered
      hereunder shall not exceed $40,900,000, except as otherwise provided in the
      Indenture.

     

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

     

    
      
        
        

      

      
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    [FORM
      OF FULLY
      REGISTERED SERIES B BOND]

    


    This
      Bond is not
      transferable except to a successor to Financial Guaranty Insurance Company
      (the
“Insurer”) under the Insurance Agreement, dated as of July 1, 2005, between the
      Company and the Insurer, as amended or supplemented, or in compliance with
      a
      final order of a court of competent jurisdiction in connection with any
      bankruptcy or reorganization proceeding of the Company.

    


    


    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

    Incorporated
      under
      the laws of the State of Ohio

    


    First
      Mortgage Bond, Pledge Series B of 2005 due 2034

    


    


    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 January 1,
      2034, 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 such rate per annum on each interest payment
      date (hereinafter defined) as shall cause the amount of interest payable on
      such
      interest payment date on the Pledge Bonds (hereinafter defined) to equal the
      amount of interest payable on such interest payment date on the Water Bonds
      (hereinafter defined). Such interest shall be payable on the same dates as
      interest is payable on said Water Bonds (each such date hereinafter called
      an
“interest payment date”), until maturity or redemption of this Bond, or, if the
      Company shall default in the payment of the principal due on this Bond, until
      the Company’s obligation with respect to the payment of such principal shall be
      discharged as provided in the Indenture (hereinafter defined). The amount of
      interest payable on each interest payment date shall be computed on the same
      basis as the corresponding amount is computed on the Water Bonds, provided,
      however, that the aggregate amount of interest payable on any interest payment
      date shall not exceed an amount which results in an interest rate of more than
      12% per annum on the aggregate principal amount of the Pledge Bonds outstanding
      from time to time. 

     

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

     

    
      
        
        

      

      
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    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

    


    


    [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
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Officer


      



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    [Reverse
      of Form of
      Bond]

     

     

     

    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

     

    First
      Mortgage Bond, Pledge Series B of 2005 due 2034

     

    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 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 B
      of 2005 due 2034 (herein called the “Pledge Bonds”) limited, except as otherwise
      provided in the Indenture, in aggregate principal amount to $40,900,000, issued
      under and secured by the Indenture and described in the Eighty-eighth
      Supplemental Indenture dated as of July 1, 2005, between the Company and the
      Trustee (herein called the “Supplemental Indenture”).

     

    The
      Pledge Bonds
      have been delivered by the Company to Financial Guaranty Insurance Company,
      a
      New York stock insurance corporation (the “Insurer”), to (i) provide for
      payment of the Company’s obligations to make payments to the Insurer under an
      Insurance Agreement, dated as of July 1, 2005 (the “Water Insurance Agreement”),
      between the Company and the Insurer, and (ii) provide to the Insurer the
      benefits of the security provided for the Pledge Bonds. The Water Insurance
      Agreement has been entered into by the Company in connection with the issuance
      by the Insurer of a municipal bond new issue insurance policy (the “Water
      Policy”) insuring the payment of the principal of and interest on and for the
      benefit of the holders of $40,900,000 aggregate principal amount of the State
      of
      Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A (The Cleveland
      Electric Illuminating Company Project) (the “Water Bonds”) issued on behalf of
      the Company by the Ohio
      Water
      Development Authority
      and under the
      Trust Indenture, dated as of July 1, 2005 (the “Water Bond Indenture”), between
      the Authority and J.P. Morgan Trust Company, National Association, as trustee
      (such trustee and any successor trustee being hereinafter referred to as the
      “Water Bond Trustee”). Payments made by the Company of principal and interest on
      the Pledge Bonds are intended to be sufficient to reimburse the Insurer for
      any
      payments of principal and interest made by the Insurer on the Water Bonds
      pursuant to the Water Policy.

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

     

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

     

    The
      Trustee may
      conclusively assume that all payments due with respect to the principal of
      and
      interest on the Water Bonds have been fully paid or provided for unless and
      until it shall have received written notice to the contrary from the Water
      Bond
      Trustee or the Insurer.

     

    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 Insurer, confirmed in writing by the Water
      Bond
      Trustee, stating that the principal amount of all Water Bonds then outstanding
      under the Water Bond Indenture has been declared due and payable pursuant to
      the
      provisions of Section 11.02 of the Water Bond Indenture, specifying the date
      of
      the accelerated maturity of such Water Bonds and the date or dates from which
      interest on the Water Bonds has then accrued and is unpaid (specifying the
      rate
      or rates of such accrual and the principal amount of the particular Water 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 from the date
      or
      dates from which interest on the Water Bonds has then accrued. 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 Water Bonds then outstanding
      under the Water Bond Indenture, and (b), unless the registered owner or owners
      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. Any required 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 upon receipt
      by
      the Trustee of written notice from the Insurer of the annulment of the
      acceleration of the maturity of the Water Bonds then outstanding under the
      Water
      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 Insurer or impair any right consequent on such
      subsequent written advice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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 the Supplemental Indenture, subject to the provisions of
      the
      Indenture.

     

    The
      Pledge Bonds
      are not otherwise redeemable prior to their maturity.

     

    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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Subject
      to the
      limitations provided in the Indenture and Section 2.11 of the Supplemental
      Indenture, this Bond is transferable by the registered owner hereof, in person
      or by duly authorized attorney, on the books of the Company to be kept for
      that
      purpose at the office or agency of the Company in the Borough of Manhattan,
      The
      City of New York or the City of Akron, State of Ohio upon surrender and
      cancellation of this Bond, and upon presentation of a duly executed written
      instrument of transfer, and thereupon new fully registered Pledge Bonds of
      the
      same series, of the same aggregate principal amount and in authorized
      denominations will be issued to the transferee or transferees in exchange
      herefor, and this Bond, with or without others of the same series, may in like
      manner be exchanged for one or more new fully registered Pledge Bonds of the
      same series of other authorized denominations but of the same aggregate
      principal amount; all without charge except for any tax or taxes or other
      governmental charges incidental to such transfer or exchange and all subject
      to
      the terms and conditions set forth in the Indenture. The Company, the agencies
      of the Company and the Trustee may deem and treat the person in whose name
      this
      Bond is registered as the absolute owner hereof for the purpose of receiving
      any
      payment and for all other purposes.

     

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

     

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

     

    [END
      OF FORM OF
      FULLY REGISTERED SERIES B BOND]

    


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
      III

     

    CREATION,
      PROVISIONS, REDEMPTION, PRINCIPAL 

    AMOUNT
      AND FORM
      OF SERIES C BONDS

     

    Section
      3.01 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 C of 2005 due 2034”
      of the Company and hereinabove and hereinafter called the “Series C Bonds.” The
      Series C 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
      3.02 The
      Series C Bonds
      shall be issued as fully registered Bonds only, without coupons, in the
      denominations of $1,000 and any integral multiple thereof.

     

    Section
      3.03 The
      Series C Bonds
      shall be dated the date of authentication, shall mature on January 1, 2034,
      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 Series C Bonds to equal the amount of interest payable
      on the Air Bonds, such interest to be payable on the same dates as interest
      is
      payable on the Air Bonds (each such date hereinafter called an “interest payment
      date”) on and until maturity, or, in the case of any such Series C Bonds duly
      called for redemption, on and until the redemption date, or in the case of
      any
      default by the Company in the payment of the principal due on any such Series
      C
      Bonds, until the Company’s obligation with respect to the payment of the
      principal shall be discharged as provided in the Indenture. The amount of
      interest payable on each interest payment date shall be computed on the same
      basis as the corresponding amount is computed on the Air Bonds, provided,
      however, that the aggregate amount of interest payable on any interest payment
      date shall not exceed an amount which results in an interest rate of more than
      12% per annum on the aggregate principal amount of the Series C Bonds
      outstanding from time to time.

     

    Section
      3.04 The
      Series C 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 Series C Bond shall bear interest (a) from
      the
      interest payment date next preceding the date of such Series C Bond to which
      interest has been paid, or (b) if the date of such Series C Bond is an interest
      payment date to which interest has been paid, then from such date, or (c) if
      no
      interest has been paid thereon, then from the date of initial issue. The Trustee
      may rely upon the certification of the Insurer (i) of the interest rate of,
      interest accrual date for, interest payment dates of and basis on which interest
      is computed for, the Air Bonds as necessary to enable the Trustee to determine
      for the Series C Bonds their corresponding interest rate, amount of interest
      due, interest payment dates and basis on which interest shall be computed,
      (ii)
      with respect to its payments under the Air Policy and (iii) as to whether the
      Release Date has occurred.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    The
      interest
      payable on any interest payment date shall be paid to the respective persons
      in
      whose names the Series C 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 Series C 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 Series C 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.

     

    Section
      3.05 In
      the manner and
      subject to the limitations provided in the Indenture, Series C Bonds may be
      exchanged for a like aggregate principal amount of Series C 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 3.03 of this Article III 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 Series C Bond is registered as the absolute
      owner thereof for the purpose of receiving any payment and for all other
      purposes.

     

    Section
      3.06 The
      Series C Bonds
      shall be redeemable only to the extent provided in this Article III, subject
      to
      the provisions contained in Article V of the Indenture and the form
      of
      Series C Bond hereinafter set forth.

     

    Section
      3.07 Subject
      to the
      applicable provisions of the Indenture and the form of Series C Bond hereinafter
      set forth, written notice of redemption of Series C Bonds pursuant to this
      Supplemental Indenture shall be given by the Trustee by mailing to each
      registered owner of such Series C Bonds to be redeemed a notice of such
      redemption, first class postage prepaid, at its last address as it shall appear
      upon the books of the Company for the registration and transfer of such Series
      C
      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
      3.08 The
      Series C 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 Series
      C Bond hereinafter set forth. The Series C Bonds shall not otherwise be subject
      to redemption by the Company prior to maturity.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Section
      3.09 The
      Company’s
      obligation to pay principal of or interest on the Series C Bonds shall be fully
      or partially satisfied as stated in the form of Series C Bond hereinafter set
      forth.

     

    Section
      3.10 From
      and after the
      Release Date (as defined in the Air Insurance Agreement), all Series C 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, each holder of Series C Bonds shall surrender
      such Series C Bonds to the Trustee for cancellation, whereupon the Trustee
      shall
      cancel the same. 

     

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

     

    Section
      3.12 The
      aggregate
      principal amount of Series C Bonds which may be authenticated and delivered
      hereunder shall not exceed $2,900,000, except as otherwise provided in the
      Indenture.

     

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

     

    


    


    [FORM
      OF FULLY
      REGISTERED SERIES C BOND]

    


    This
      Bond is not
      transferable except to a successor to Financial Guaranty Insurance Company
      (the
“Insurer”) under the Insurance Agreement, dated as of July 1, 2005, between the
      Company and the Insurer, as amended or supplemented, or in compliance with
      a
      final order of a court of competent jurisdiction in connection with any
      bankruptcy or reorganization proceeding of the Company.

    


    


    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

    Incorporated
      under
      the laws of the State of Ohio

    


    First
      Mortgage Bond, Pledge Series C of 2005 due 2034

    


    


    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 January 1,
      2034, 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 such rate per annum on each interest payment
      date (hereinafter defined) as shall cause the amount of interest payable on
      such
      interest payment date on the Pledge Bonds (hereinafter defined) to equal the
      amount of interest payable on such interest payment date on the Air Bonds
      (hereinafter defined). Such interest shall be payable on the same dates as
      interest is payable on said Air Bonds (each such date hereinafter called an
      “interest payment date”), until maturity or redemption of this Bond, or, if the
      Company shall default in the payment of the principal due on this Bond, until
      the Company’s obligation with respect to the payment of such principal shall be
      discharged as provided in the Indenture (hereinafter defined). The amount of
      interest payable on each interest payment date shall be computed on the same
      basis as the corresponding amount is computed on the Air Bonds, provided,
      however, that the aggregate amount of interest payable on any interest payment
      date shall not exceed an amount which results in an interest rate of more than
      12% per annum on the aggregate principal amount of the Pledge Bonds outstanding
      from time to time. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

     

    Subject
      to certain
      exceptions provided in said Indenture, the interest payable on any interest
      payment date shall be paid to the person in whose name this Bond shall be
      registered 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. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    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, N.A. TRUSTEE
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Officer


      



    


     

    [Reverse
      of Form of
      Bond]

     

     

     

    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

     

    First
      Mortgage Bond, Pledge Series C of 2005 due 2034

     

    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 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 C
      of
      2005 due 2034 (herein called the “Pledge Bonds”) limited, except as otherwise
      provided in the Indenture, in aggregate principal amount to $2,900,000, issued
      under and secured by the Indenture and described in the Eighty-eighth
      Supplemental Indenture dated as of July 1, 2005, between the Company and the
      Trustee (herein called the “Supplemental Indenture”).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    The
      Pledge Bonds
      have been delivered by the Company to Financial Guaranty Insurance Company,
      a
      New York stock insurance corporation (the “Insurer”), to (i) provide for
      payment of the Company’s obligations to make payments to the Insurer under an
      Insurance Agreement, dated as of July 1, 2005 (the “Air Insurance Agreement”),
      between the Company and the Insurer, and (ii) provide to the Insurer the
      benefits of the security provided for the Pledge Bonds. The Insurance Agreement
      has been entered into by the Company in connection with the issuance by the
      Insurer of a municipal bond new issue insurance policy (the “Air Policy”)
      insuring the payment of the principal of and interest on and for the benefit
      of
      the holders of $2,900,000 aggregate principal amount of the State of Ohio
      Pollution Control Revenue Refunding Bonds, Series 2005-A (The Cleveland Electric
      Illuminating Company Project) (the “Air Bonds”) issued on behalf of the Company
      by the Ohio Air Quality Development Authority and under the Trust Indenture,
      dated as of July 1, 2005 (the “Air Bond Indenture”), between the Authority and
      J.P. Morgan Trust Company, National Association, as trustee (such trustee and
      any successor trustee being hereinafter referred to as the “Air Bond Trustee”).
      Payments made by the Company of principal and interest on the Pledge Bonds
      are
      intended to be sufficient to reimburse the Insurer for any payments of principal
      and interest made by the Insurer on the Air Bonds pursuant to the Air
      Policy.

     

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

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    The
      Trustee may
      conclusively assume that all payments due with respect to the principal of
      and
      interest on the Air Bonds have been fully paid or provided for unless and until
      it shall have received written notice to the contrary from the Air Bond Trustee
      or the Insurer.

     

    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 Insurer, confirmed in writing by the Air Bond
      Trustee, stating that the principal amount of all Air Bonds then outstanding
      under the Air Bond Indenture has been declared due and payable pursuant to
      the
      provisions of Section 11.02 of the Air Bond Indenture, specifying the date
      of
      the accelerated maturity of such Air Bonds and the date or dates from which
      interest on the Air Bonds has then accrued and is unpaid (specifying the rate
      or
      rates of such accrual and the principal amount of the particular Air 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 from the date
      or
      dates from which interest on the Air Bonds has then accrued. 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 Air Bonds then outstanding under
      the
      Air Bond Indenture, and (b), unless the registered owner or owners 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. Any required 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 upon receipt by the Trustee
      of written notice from the Insurer of the annulment of the acceleration of
      the
      maturity of the Air Bonds then outstanding under the Air 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 Insurer
      or impair any right consequent on such subsequent written advice.

     

    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 the Supplemental Indenture, subject to the provisions of
      the
      Indenture.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    The
      Pledge Bonds
      are not otherwise redeemable prior to their maturity.

     

    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 3.11 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.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    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 SERIES C BOND]

    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
      IV

     

    CREATION,
      PROVISIONS, REDEMPTION, PRINCIPAL 

    AMOUNT
      AND FORM
      OF SERIES D BONDS

     

    Section
      4.01 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 D of 2005 due 2035”
      of the Company and hereinabove and hereinafter called the “Series D Bonds.” The
      Series D 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
      4.02 The
      Series D Bonds
      shall be issued as fully registered Bonds only, without coupons, in the
      denominations of $1,000 and any integral multiple thereof.

     

    Section
      4.03 The
      Series D Bonds
      shall be dated the date of authentication, shall mature on January 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 Series D Bonds to equal the amount of
      interest payable on the BCIDA Bonds, such interest to be payable on the same
      dates as interest is payable on the BCIDA Bonds (each such date hereinafter
      called an “interest payment date”) on and until maturity, or, in the case of any
      such Series D Bonds duly called for redemption, on and until the redemption
      date, or in the case of any default by the Company in the payment of the
      principal due on any such Series D Bonds, until the Company’s obligation with
      respect to the payment of the principal shall be discharged as provided in
      the
      Indenture. The amount of interest payable on each interest payment date shall
      be
      computed on the same basis as the corresponding amount is computed on the BCIDA
      Bonds, provided, however, that the aggregate amount of interest payable on
      any
      interest payment date shall not exceed an amount which results in an interest
      rate of more than 12% per annum on the aggregate principal amount of the Series
      D Bonds outstanding from time to time.

     

    Section
      4.04 The
      Series D 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 Series D Bond shall bear interest (a) from
      the
      interest payment date next preceding the date of such Series D Bond to which
      interest has been paid, or (b) if the date of such Series D Bond is an interest
      payment date to which interest has been paid, then from such date, or (c) if
      no
      interest has been paid thereon, then from the date of initial issue. The Trustee
      may rely upon the certification of the Insurer (i) of the interest rate of,
      interest accrual date for, interest payment dates of and basis on which interest
      is computed for, the BCIDA Bonds as necessary to enable the Trustee to determine
      for the Series D Bonds their corresponding interest rate, amount of interest
      due, interest payment dates and basis on which interest shall be computed,
      (ii)
      with respect to its payments under the BCIDA Policy and (iii) as to whether
      the
      Release Date has occurred.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    The
      interest
      payable on any interest payment date shall be paid to the respective persons
      in
      whose names the Series D 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 Series D 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 Series D 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.

     

    Section
      4.05 In
      the manner and
      subject to the limitations provided in the Indenture, Series D Bonds may be
      exchanged for a like aggregate principal amount of Series D 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 4.03 of this Article IV 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 Series D Bond is registered as the absolute
      owner thereof for the purpose of receiving any payment and for all other
      purposes.

     

    Section
      4.06 The
      Series D Bonds
      shall be redeemable only to the extent provided in this Article IV, subject
      to
      the provisions contained in Article V of the Indenture and the form
      of
      Series D Bond hereinafter set forth.

     

    Section
      4.07 Subject
      to the
      applicable provisions of the Indenture and the form of Series D Bond hereinafter
      set forth, written notice of redemption of Series D Bonds pursuant to this
      Supplemental Indenture shall be given by the Trustee by mailing to each
      registered owner of such Series D Bonds to be redeemed a notice of such
      redemption, first class postage prepaid, at its last address as it shall appear
      upon the books of the Company for the registration and transfer of such Series
      D
      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
      4.08 The
      Series D 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 Series
      D Bond hereinafter set forth. The Series D Bonds shall not otherwise be subject
      to redemption by the Company prior to maturity.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Section
      4.09 The
      Company’s
      obligation to pay principal of or interest on the Series D Bonds shall be fully
      or partially satisfied as stated in the form of Series D Bond hereinafter set
      forth.

     

    Section
      4.10 From
      and after the
      Release Date (as defined in the BCIDA Insurance Agreement), all Series D 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, each holder of Series D Bonds shall surrender
      such Series D Bonds to the Trustee for cancellation, whereupon the Trustee
      shall
      cancel the same. 

     

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

     

    Section
      4.12 The
      aggregate
      principal amount of Series D Bonds which may be authenticated and delivered
      hereunder shall not exceed $45,150,000, except as otherwise provided in the
      Indenture.

     

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

     

    


    [FORM
      OF FULLY
      REGISTERED SERIES D BOND]

    


    This
      Bond is not
      transferable except to a successor to Financial Guaranty Insurance Company
      (the
“Insurer”) under the Insurance Agreement, dated as of July 1, 2005, between the
      Company and the Insurer, as amended or supplemented, or in compliance with
      a
      final order of a court of competent jurisdiction in connection with any
      bankruptcy or reorganization proceeding of the Company.

    


    


    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

    Incorporated
      under
      the laws of the State of Ohio

    


    First
      Mortgage Bond, Pledge Series D 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 January 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 such rate per annum on each interest payment
      date (hereinafter defined) as shall cause the amount of interest payable on
      such
      interest payment date on the Pledge Bonds (hereinafter defined) to equal the
      amount of interest payable on such interest payment date on the BCIDA Bonds
      (hereinafter defined). Such interest shall be payable on the same dates as
      interest is payable on said BCIDA Bonds (each such date hereinafter called
      an
“interest payment date”), until maturity or redemption of this Bond, or, if the
      Company shall default in the payment of the principal due on this Bond, until
      the Company’s obligation with respect to the payment of such principal shall be
      discharged as provided in the Indenture (hereinafter defined). The amount of
      interest payable on each interest payment date shall be computed on the same
      basis as the corresponding amount is computed on the BCIDA Bonds, provided,
      however, that the aggregate amount of interest payable on any interest payment
      date shall not exceed an amount which results in an interest rate of more than
      12% per annum on the aggregate principal amount of the Pledge Bonds outstanding
      from time to time. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

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

     

    Subject
      to certain
      exceptions provided in said Indenture, the interest payable on any interest
      payment date shall be paid to the person in whose name this Bond shall be
      registered 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. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    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 ILLUMINTING

              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, N.A., TRUSTEE
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Officer


      



     

    [Reverse
      of Form of
      Bond]

     

     

    THE
      CLEVELAND ELECTRIC ILLUMINATING COMPANY

     

    First
      Mortgage Bond, Pledge Series D 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 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 D
      of
      2005 due 2035 (herein called the “Pledge Bonds”) limited, except as otherwise
      provided in the Indenture, in aggregate principal amount to $45,150,000, issued
      under and secured by the Indenture and described in the Eighty-eighth
      Supplemental Indenture dated as of July 1, 2005, between the Company and the
      Trustee (herein called the “Supplemental Indenture”).

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    The
      Pledge Bonds
      have been delivered by the Company to Financial Guaranty Insurance Company,
      a
      New York stock insurance corporation (the “Insurer”), to (i) provide for
      payment of the Company’s obligations to make payments to the Insurer under an
      Insurance Agreement, dated as of July 1, 2005 (the “BCIDA Insurance Agreement”),
      between the Company and the Insurer, and (ii) provide to the Insurer the
      benefits of the security provided for the Pledge Bonds. The Insurance Agreement
      has been entered into by the Company in connection with the issuance by the
      Insurer of a municipal bond new issue insurance policy (the “BCIDA Policy”)
      insuring the payment of the principal of and interest on and for the benefit
      of
      the holders of $45,150,000 aggregate principal amount of the Pollution Control
      Revenue Refunding Bonds, Series 2005-B (The Cleveland Electric Illuminating
      Company Project) (the “BCIDA Bonds”) issued on behalf of the Company by the
      Beaver County Industrial Development Authority and under the Trust Indenture,
      dated as of July 1, 2005 (the “BCIDA Bond Indenture”), between the Authority and
      J.P. Morgan Trust Company, National Association, as trustee (such trustee and
      any successor trustee being hereinafter referred to as the “BCIDA Bond
      Trustee”). Payments made by the Company of principal and interest on the Pledge
      Bonds are intended to be sufficient to reimburse the Insurer for any payments
      of
      principal and interest made by the Insurer on the BCIDA Bonds pursuant to the
      BCIDA Policy.

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

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

     

    The
      Trustee may
      conclusively assume that all payments due with respect to the principal of
      and
      interest on the BCIDA Bonds have been fully paid or provided for unless and
      until it shall have received written notice to the contrary from the BCIDA
      Bond
      Trustee or the Insurer.

     

    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 Insurer, confirmed in writing by the BCIDA
      Bond
      Trustee, stating that the principal amount of all BCIDA Bonds then outstanding
      under the BCIDA Bond Indenture has been declared due and payable pursuant to
      the
      provisions of Section 11.02 of the BCIDA Bond Indenture, specifying the date
      of
      the accelerated maturity of such BCIDA Bonds and the date or dates from which
      interest on the BCIDA Bonds has then accrued and is unpaid (specifying the
      rate
      or rates of such accrual and the principal amount of the particular BCIDA 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 from the date
      or
      dates from which interest on the BCIDA Bonds has then accrued. 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 BCIDA Bonds then outstanding
      under the BCIDA Bond Indenture, and (b), unless the registered owner or owners
      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. Any required 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 upon receipt
      by
      the Trustee of written notice from the Insurer of the annulment of the
      acceleration of the maturity of the BCIDA Bonds then outstanding under the
      BCIDA
      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 Insurer or impair any right consequent on such
      subsequent written advice.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    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 the Supplemental Indenture, subject to the provisions of
      the
      Indenture.

     

    The
      Pledge Bonds
      are not otherwise redeemable prior to their maturity.

     

    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 4.11 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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    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 SERIES D BOND]

    


    


     

    


     

     

    ARTICLE
      V

     

    THE
      TRUSTEE

     

    Section
      5.01 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 V.

     

    Section
      5.02 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
      5.03 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,
      (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 certification of the Insurer shall mean a
      written certificate executed by the president, any vice president or any
      authorized officer of the Insurer.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Section
      5.04 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 Series B Bonds, Series
      C Bonds or Series D 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.

     

     

    ARTICLE
      VI

     

    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.

     

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    


     

    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:  	 
	 	
              

            
	 	
              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

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

     

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

            
	 	Albert
              P.
              Mari, Jr., Vice President


    

    


     

     

    


    Attest:

    


    __________________________


    Lena
      Aminova, Trust
      Officer

    


    


    Signed,
      sealed and
      acknowledged by 

    JPMorgan
      Chase
      Bank, N.A.

    in
      the presence of 

    


    __________________________


    James
      D. Heaney


     

    __________________________

    Paul
      J.
      Schmalzel

    


    As
      witnesses

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    


    


    


    STATE
      OF
      OHIO        )

    :
      ss.:

    COUNTY
      OF
      SUMMIT )

    


    


    On
      this ___ day of
      June 2005, 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

                Constance E.
                  Roberts

                Residence - Summit
                  County

                State Wide Jurisdiction,
                  Ohio

                My Commission expires
                  October
                  14, 2007

              


      



    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    STATE
      OF NEW
      YORK )

    :
      ss.:

    COUNTY
      OF NEW
      YORK )

    


    


    On
      this ___ day of
      June 2005, before me personally appeared Albert P. Mari, Jr. and Lena Aminova,
      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.

     

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                EMILY
                  FAYAN

                Notary Public, State
                  of New
                  York

                No. 01FA4737006

                Qualified in Kings
                  County

                Certificate Filed
                  in New York
                  County

                Commission Expires
                  December
                  31, 2005

              


      



     

    


     

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

     

    
      
        
        

      

      
        34