exhibit4_1.htm


    EXHIBIT
4.1

     

    
      

      

    

    
      
        


      

      
         

      

      THE CLEVELAND
ELECTRIC ILLUMINATING COMPANY

      


      


      TO

      


      


      JPMORGAN CHASE BANK,
N.A.

      (formerly known as
THE CHASE MANHATTAN BANK),

      (successor to Morgan
Guaranty Trust Company of New York,

      formerly Guaranty
Trust Company of New York)

      as Trustee
under

      The Cleveland
Electric Illuminating Company’s Mortgage

      and Deed of Trust,
Dated July 1, 1940

      


      


      


      


      


      Ninetieth
Supplemental Indenture

      


      Dated as of August
1, 2009

      


      First Mortgage
Bonds, 5.50% Series due 2024

      


       

       

       

      
        

        

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


      

      


      NINETIETH
SUPPLEMENTAL INDENTURE, dated as of August 1, 2009, made by and between THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and existing
under the laws of the State of Ohio (the “Company”),
and JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as
THE CHASE MANHATTAN BANK), successor by merger to The Chase Manhattan Bank
(National Association), which in turn was successor to Morgan Guaranty Trust
Company of New York, formerly Guaranty Trust Company of New York, (the “Trustee”),
as Trustee under the Mortgage and Deed of Trust dated July 1, 1940, hereinafter
mentioned:

       

      RECITALS

       

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

       

      The 1940 Mortgage,
as supplemented and modified by said Supplemental Indentures and by this
Ninetieth Supplemental Indenture, will be hereinafter collectively referred to
as the “Indenture”
and this Ninetieth Supplemental Indenture will be hereinafter referred to as
“this
Supplemental Indenture” and shall be filed for record in the filing
offices set forth on Schedule 1 attached hereto and incorporated herein by
reference; and

       

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

       

      Pursuant to the
provisions of the Indenture, the Company has issued 142 series of Bonds in the
aggregate principal amount of $8,018,555,376, of which 139 series in the
aggregate principal amount of $7,268,555,376 are no longer outstanding;
and

       

      The Company has
determined to create pursuant to the provisions of the Indenture one new series
of Bonds designated as “First Mortgage Bonds, 5.50% Series due 2024” with the
denominations, rate of interest, date of maturity, redemption provisions and
other provisions and agreements in respect thereof as in this Supplemental
Indenture set forth; and

       

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

       

      All conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and
legal instrument have been done, performed and fulfilled and the execution and
delivery hereof have been in all respects duly authorized.

       

      NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:

       

      That The Cleveland
Electric Illuminating Company, in consideration of the premises and of the
mutual covenants herein contained and of the sum of One Dollar ($1.00) to it
duly paid by 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
          
          

        

        
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      ARTICLE
I

       

       

      


       

       

      CONFIRMATION OF
1940

      MORTGAGE AND SUPPLEMENTAL
INDENTURES

       

      The 1940 Mortgage
(as modified in Article V of the Supplemental Indenture dated December 1, 1947,
Article V of the Supplemental Indenture dated May 1, 1954, Article V of the
Supplemental Indenture dated March 1, 1958, Article V of the Supplemental
Indenture dated January 15, 1969, Article III of the Supplemental Indenture
dated November 23, 1976, Article III of the Supplemental Indenture dated April
15, 1985 and Article II of the Supplemental Indenture dated as of June 30, 1999)
and the Supplemental Indentures dated July 1, 1940, August 18, 1944, December 1,
1947, September 1, 1950, June 1, 1951, May 1, 1954, March 1, 1958, April 1,
1959, December 20, 1967, January 15, 1969, November 1, 1969, June 1, 1970,
November 15, 1970, May 1, 1974, April 15, 1975, April 16, 1975, May 28, 1975,
February 1, 1976, November 23, 1976, July 26, 1977, September 27, 1977, May 1,
1978, September 1, 1979, April 1, 1980, April 15, 1980, May 28, 1980, June 9,
1980, December 1, 1980, July 28, 1981, August 1, 1981, March 1, 1982, July 15,
1982, September 1, 1982, November 1, 1982, November 15, 1982, May 24, 1983, May
1, 1984, May 23, 1984, June 27, 1984, September 4, 1984, November 14, 1984,
November 15, 1984, April 15, 1985, May 28, 1985, August 1, 1985, September 1,
1985, November 1, 1985, April 15, 1986, May 14, 1986, May 15, 1986, February 25,
1987, October 15, 1987, February 24, 1988, September 15, 1988, May 15, 1989,
June 13, 1989, October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990,
May 1, 1991, May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May
20, 1993, June 1, 1993, September 15, 1994, May 1, 1995, May 2, 1995, June 1,
1995, July 15, 1995, August 1, 1995, June 15, 1997, August 1, 1997, October 15,
1997, June 1, 1998 and October 1, 1998, October 1, 1998, April 1, 1999, June 30,
1999, January 15, 2000, May 15, 2002, October 1, 2002, September 1, 2004,
October 1, 2004, April 1, 2005, July 1, 2005 and November 1, 2008, respectively,
are hereby in all respects confirmed.

       

       

      ARTICLE
II

       

       

      CREATION,
PROVISIONS, REDEMPTION,

      PRINCIPAL AMOUNT AND FORM OF
BONDS OF SERIES DUE 2024

       

      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, 5.50% Series due 2024” of the
Company and hereinabove and hereinafter called the “Bonds of Series
due 2024.”  The Bonds of Series due 2024 shall be executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, all of the terms, conditions and covenants of the
Indenture.

       

      Section
2.02 The Bonds of Series
due 2024 shall be issued as fully registered Bonds only, without coupons, in the
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

       

       

       

      
        
          
          

        

        
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      Section
2.03 

       

      (a)           The
Bonds of Series due 2024 shall be dated the date of authentication, shall mature
on August 15, 2024, and shall bear interest from the time hereinafter provided
at the rate of 5.50% per annum payable on February 15 and August 15 in each year
beginning on February 15, 2010 (each such date hereinafter called an “interest payment
date”) on and until maturity, or, in the case of any such Bonds of Series
due 2024 duly called for redemption, on and until the redemption date, or, in
the case of any default by the Company in the payment of the principal due on
any such Bonds of Series due 2024, until the Company’s obligation with respect
to the payment of the principal shall be discharged as provided in the
Indenture.  If the maturity date or any redemption date should fall on
a day that is not a Business Day, the principal due on such date shall be paid
on the next succeeding Business Day and no interest shall accrue for the
intervening period with respect to the payment so deferred.

       

      (b)           The
Bonds of Series due 2024 shall be payable as to principal (and premium, if any)
and interest at the agency of the Company in the Borough of Manhattan, The City
of New York, State of New York, the City of Akron, State of Ohio, or the City of
Cleveland, State of Ohio in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts; provided
that payment by wire transfer of immediately available funds shall be required
with respect to principal of (and premium, if any), and interest on the Bonds of
Series due 2024 so long as such Bonds are held by a Depository (as hereinafter
defined) in the form of one or more Global Bonds (as hereinafter
defined).

       

      (c)           Except
as hereinafter provided, each Bond of Series due 2024 shall bear interest from
the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid or duly provided for, then from the date of initial
authentication of such Bonds of Series due 2024, until the principal of such
Bonds of Series due 2024 is paid or duly provided for.  Interest on
the Bonds of Series due 2024 shall be computed on the basis of twelve 30-day
months and a 360-day year and for any period shorter than a full month, on the
basis of the actual number of days elapsed in such period.

       

      (d)           The
interest payable on any interest payment date shall be paid to the respective
persons in whose name the Bonds of Series due 2024 shall be registered at the
close of business on the Record Date (as hereinafter defined) with respect to
such interest payment date, notwithstanding the cancellation of any such Bonds
of Series due 2024 upon any transfer or exchange thereof subsequent to such
Record Date and prior to such interest payment date; provided, however, that if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to the respective
persons in whose names such outstanding Bonds of Series due 2024 are registered
at the close of business on a date (the “Subsequent Record
Date”) not less than ten (10) days nor more than fifteen (15) days next
preceding the date of payment of such defaulted interest, such Subsequent Record
Date to be established by the Company by notice given by mail by or on behalf of
the Company to the registered owners of Bonds of Series due 2024 not less than
ten (10) days next preceding such Subsequent Record Date. Notwithstanding the
foregoing, interest payable at maturity or upon earlier redemption will be
payable to the person to whom principal shall be payable.  If any
interest payment date should fall on a day that is not a Business Day (as


       

       

      
        
          
          

        

        
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      hereinafter
defined), then the interest payment shall be made on the next succeeding
Business Day and no interest shall accrue for the intervening period with
respect to the payment so deferred.

       

      (e)           The
term “Record
Date” shall mean, with respect to each interest payment date (other than
an interest payment date that is the maturity date or redemption date) of any
Bond of Series due 2024, the close of business on the fifteenth (15th)
calendar day next preceding the respective interest payment date (whether or not
a Business Day); provided, however, that so long as the Bonds of Series due 2024
are held by a Depository (as defined below) in the form of one or more Global
Bonds, the Record Date with respect to each interest payment date (other than an
interest payment date that is the maturity date or redemption date) will be the
close of business on the Business Day before the applicable interest payment
date.

       

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

       

      Section
2.04 

       

      (a)           In
the manner and subject to the limitations provided in the Indenture and herein,
Bonds of Series due 2024 may be transferred or may be exchanged for a like
aggregate principal amount of Bonds of Series due 2024 of other authorized
denominations, in either case without charge, except for any tax or taxes or
other governmental charges incidental to such transfer or exchange, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, State of New York, the City of Akron, State of Ohio or the City of
Cleveland, State of Ohio.

       

      (b)           In
the event less than all of the Bonds of Series due 2024 at the time outstanding
are called for redemption, the Company shall not be required (a) to register any
transfer or make any exchange of any such Bonds of Series due 2024 for a period
of fifteen (15) days next preceding the mailing of the notice of redemption of
any such Bonds of Series due 2024, (b) to register any transfer or make any
exchange of any such Bonds of Series due 2024 so called for redemption in its
entirety or (c) to register any transfer or make any exchange of any portion of
any such Bonds of Series due 2024 which has been called for
redemption.

       

      (c)           Except
as otherwise provided in Section 2.03 of this Article II with respect to the
payment of interest, the Company, the agencies of the Company and the Trustee
may deem and treat the person in whose name a Bond of this Series due 2024 is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.

       

      Section
2.05 The Bonds of Series
due 2024 shall be redeemable as provided in this Article II and the form of Bond
of Series due 2024, subject to the provisions contained in Article V of the
Indenture.

       

      Section
2.06 

       

       

      
        
          
          

        

        
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      (a)           The
Bonds of Series 2024 are subject to redemption, at the option of the Company
prior to maturity in whole or in part at any time, at a redemption price (the
“redemption
price”) equal to the greater of (1) 100% of the principal amount of the
Bonds of Series 2024 to be redeemed and (2) the sum of the present values of the
Remaining Scheduled Payments (as hereinafter defined) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as hereinafter defined) plus 30 basis
points, plus, in the case of each of clause (1) and (2), accrued and unpaid
interest, if any, to the redemption date. The Bonds of Series due 2024 shall not
otherwise be subject to redemption by the Company prior to
maturity.

       

      (b)           For
purposes of this Section 2.06 and the form of Bond of Series due 2024, the
following terms shall have the meanings set forth below:

      


      “Comparable
Treasury Issue” shall mean the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term (“Remaining
Life”) of the Bonds of Series due 2024 to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Bonds.

       

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

       

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

       

      “Reference
Treasury Dealer” shall mean (1) each of Goldman, Sachs & Co. and UBS
Securities LLC, and their respective successors, provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in the United States (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer; and (2) any other Primary Treasury Dealer selected by the Independent
Investment Banker after consultation with the Company.

       

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

       

      “Remaining
Scheduled Payments” shall mean, with respect to the Bonds of Series due
2024 to be redeemed, the remaining scheduled payments of principal and


       

       

      
        
          
          

        

        
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      interest on the
Bonds of Series due 2024 that would be due after the related redemption date but
for such redemption.  If such redemption date is not an interest
payment date with respect to such Bonds of Series due 2024, the amount of the
next succeeding scheduled interest payment on those Bonds of Series due 2024
will be reduced by the amount of interest accrued on such Bonds of Series due
2024 to such redemption date.

       

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

       

      
        	
                ·  

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

              


      

      


      
        	
                ·  

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

              


      

      


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

      


      Section
2.07 Subject to the
applicable provisions of the Indenture and the form of Bonds of Series due 2024
hereinafter set forth, written notice of redemption of Bonds of Series due 2024
pursuant to this Supplemental Indenture shall be given by the Trustee by mailing
to each registered owner of such Bonds of Series due 2024 to be redeemed a
notice of such redemption, first class postage prepaid, at its last address as
it shall appear upon the books of the Company for the registration and transfer
of such Bonds of Series due 2024.  Any notice of redemption shall be
mailed at least thirty (30) days and not more than sixty (60) days before the
redemption date, unless a shorter notice period is consented to in writing by
the registered owner or owners of all Bonds of Series due 2024 to be redeemed
and such consent is filed with the Trustee.  Notwithstanding Article
V, Section 1 of the Indenture, such notice of redemption need not specify the
premium payable in connection with such redemption but only the manner of
calculation thereof.  The Company shall notify the Trustee of the
redemption price promptly after the calculation thereof and the Trustee shall
not be responsible for calculating the redemption price.  In the event
of partial redemption of Bonds of Series due 2024, the Trustee shall select, not
more than 60 days prior to the redemption date, the particular portions thereof
for redemption from the outstanding Bonds of Series due 2024 to be redeemed,
subject to the provisions of this Supplemental Indenture, in such manner as the
Trustee shall deem appropriate

       

       

       

      
        
          
          

        

        
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       and
fair.  Any notice of redemption of the Bonds of Series due 2024 may be
conditional on the Company depositing funds with the Trustee, or irrevocably
directing the Trustee to apply moneys held by it, sufficient to pay the
redemption price thereof, and if such funds are not so deposited or such
direction is not given, such notice shall be of no effect.

       

      Section
2.08 Any Bonds of Series
due 2024 at any time purchased or otherwise acquired by the Company shall be
surrendered to the Trustee for cancellation and the Trustee shall forthwith
cancel the same.

       

      Section
2.09 All Bonds of Series
due 2024 redeemed as provided in Sections 2.05, 2.06 and 2.07 shall be
surrendered to the Trustee for cancellation and the Trustee shall forthwith
cancel the same.  In the event that part of a Bond of Series due 2024
shall be redeemed as provided in said Sections 2.05, 2.06 and 2.07, upon
surrender of such Bond to the Trustee for cancellation as aforesaid, the Trustee
shall cancel such Bond and the Company shall execute and the Trustee shall
authenticate and deliver to the registered owner Bonds of Series due 2024 in
such authorized denominations as shall be specified by the registered owner in
an aggregate principal amount equal to the unpaid balance of the principal
amount of such surrendered Bond of Series due 2024.

       

      Section
2.10 

       

      (a)           Bonds
of Series due 2024 shall be issued initially in the form of one or more
permanent global securities in definitive, fully registered form without
interest coupons with the global bonds legend set forth on the form of Bonds of
Series due 2024 (each, a “Global
Bond”), deposited with, or on behalf of, The Depository Trust Company
(the “Depository”)
and registered in the name of Cede & Co., as the Depository’s nominee and
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  Each such Global Bond shall be deposited with the Trustee
as custodian for the Depository.

       

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

       

      (c)           Except
as provided in this Section 2.10, owners of beneficial interests in Global Bonds
will not be entitled to receive physical delivery of Bonds of Series due
2024.

       

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

       

       

      
        
          
          

        

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

       

      (f)           Subject
to the procedures of the Depository, a Global Bond shall be exchangeable for
Bonds of Series due 2024 registered in the names of persons other than the
Depository or its nominee only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as a Depository for such Global Bond and
no successor Depository shall have been appointed by the Company, or if at any
time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, at a time when the Depository is
required to be so registered to act as such Depository and no successor
Depository shall have been appointed by the Company, in each case within 90 days
after the Company receives such notice or becomes aware of such cessation, (ii)
the Company in its sole discretion determines that such Global Bond shall be so
exchangeable, or (iii) there shall have occurred an event of default with
respect to the Bonds of Series due 2024.  Any Global Bond that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Bonds
of Series due 2024 registered in such names as the Depository shall
direct.

       

      Section
2.11 The aggregate
principal amount of Bonds of Series due 2024 which may be authenticated and
delivered hereunder shall not exceed $300,000,000, except as otherwise provided
in the Indenture.

       

      Section
2.12 The form of the
fully registered Bonds of Series due 2024, and of the Trustee’s certificate of
authentication thereon, shall be substantially as follows:

       

      


      [FORM OF FULLY
REGISTERED BONDS OF SERIES 2024]

      


      [GLOBAL BONDS
LEGEND]

      


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

      


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

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      


      THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY

      Incorporated under
the laws of the State of Ohio

      


      First
Mortgage Bond, 5.50% Series due 2024

      


      


      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 August 15, 2024,
in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, and to pay
interest on the unpaid principal amount hereof in like coin or currency from the
time hereinafter provided, at the rate specified in the title hereof, such
interest to be payable on February 15 and August 15 in each year beginning on
February 15, 2010 (each such date herein called an “interest payment
date”), and on and until the date of maturity of this Bond, or, if this
Bond shall be duly called for redemption, on and until the redemption date, or,
if the Company shall default in the payment of the principal amount of this
Bond, until the Company’s obligation with respect to the payment of such
principal shall be discharged as provided in said Indenture.  Interest
on this Bond shall be computed on the basis of twelve 30-day months and a
360-day year and for any period shorter than a full month on the basis of the
actual number of days elapsed in such period.  Except as hereinafter
provided, this Bond shall bear interest from the most recent date to which
interest has been paid or, if no interest has been paid or duly provided for,
then from the date of initial authentication of this Bond, until the principal
of this Bond has been paid or duly provided for. Subject to certain exceptions
provided in said Indenture, the interest payable on any interest payment date
shall be paid to the person in whose name this Bond shall be registered at the
close of business on the Record Date (hereinafter defined) or, in the case of
defaulted interest, in the manner and to the person as provided in the
Supplemental Indenture (hereinafter defined).

      


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

      


      This Bond is one of
the duly authorized Bonds of the Company (herein called the “Bonds”),
all issued and to be issued under and equally secured by a Mortgage and Deed of
Trust dated July 1, 1940, executed by the Company to Guaranty Trust Company of
New York 

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

       

      (subsequently Morgan
Guaranty Trust Company of New York and then The Chase Manhattan Bank (National
Association)), now succeeded by JPMorgan Chase Bank, N.A. (formerly known as The
Chase Manhattan Bank), as Trustee (herein called the “Trustee”),
and all indentures supplemental thereto (said Mortgage as so supplemented herein
called the “Indenture”)
to which reference is hereby made for a description of the properties mortgaged
and pledged, the nature and extent of the security, the rights of the registered
owner or owners of the Bonds and of the Trustee in respect thereof, and the
terms and conditions upon which the Bonds are, and are to be, secured. The Bonds
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Bond is one of a series designated as the First
Mortgage Bonds, 5.50% Series due 2024 (herein called the “Bonds of this
Series”) limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $300,000,000, issued under and secured by the
Indenture and described in the Ninetieth Supplemental Indenture dated as of
August 1, 2009, between the Company and the Trustee (herein called the “Supplemental
Indenture”).

       

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

       

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

       

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

       

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

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

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

       

      In the Eighty-ninth
Supplemental Indenture, dated as of November 1, 2008, the Company has modified
the net earnings certificate provisions in the Indenture, effective only from
and after the time when none of the Bonds of any series established or created
prior to the execution of said Eighty-ninth Supplemental Indenture shall remain
outstanding, so that net earnings for interest and property retirement
appropriations may be calculated based on any twelve (12) calendar months during
the period of eighteen (18) calendar months, rather than twelve (12) calendar
months during the period of fifteen (15) calendar months, immediately preceding
the first day of the month in which (i) an application for authentication and
delivery of additional Bonds is made, (ii) the first acquisition of property
subject to a lien or liens which will on acquisition be an unfunded prior lien
or prior liens occurs, (iii) additional prior lien bonds are to be issued, and
(iv) a consolidation of the Company with, or the merger of the Company into, any
other corporation, or sale by the Company of its property as an entirety or
substantially as an entirety is to be made.  In said Eighty-ninth
Supplemental Indenture, the Company has also modified, effective immediately,
the provisions relating to the Trustee in the Indenture by deleting the
requirement that the Trustee, or successor thereto, have a principal office in
the Borough of Manhattan, in the City of New York, State of New York and by
substituting therefor the requirement that the Trustee have its principal office
in the United States.

       

      To the extent
permitted by and as provided in the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and
obligations of the Company and of the holders of the Bonds and coupons may be
made with the consent of the Company by an affirmative vote of not less than 60%
in principal amount of the Bonds entitled to vote then outstanding, at a meeting
of Bondholders called and held as provided in the Indenture, and, in case one or
more but less than all of the series of Bonds then outstanding under the
Indenture are so affected, by an affirmative vote of not less than 60% in
principal amount of the Bonds of any series entitled to vote then outstanding
and affected by such modification or alteration; provided, however, that no such
modification or alteration shall be made which will affect the terms of payment
of the principal of, or premium if any, or interest on this Bond or change the voting
percentage described above to less than 60% with respect to any Bonds
outstanding when such modification becomes effective.

       

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

       

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

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

       

      than an interest
payment date that is the maturity date or redemption date) will be the close of
business on the Business Day before the applicable interest payment
date.

       

      Subject to the
limitations provided in the Indenture and the Supplemental Indenture, this Bond
is transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
State of New York, the City of Akron, State of Ohio, or City of Cleveland, State
of Ohio upon surrender and cancellation of this Bond, and upon presentation of a
duly executed written instrument of transfer, and thereupon a new fully
registered Bond or Bonds of this Series, of the same aggregate principal amount
and in authorized denominations will be issued to the transferee or transferees
in exchange herefor, and this Bond, with or without others of the same series,
may in like manner be exchanged for one or more new fully registered Bonds of
this Series of other authorized denominations but of the same aggregate
principal amount; all without charge, except for any tax or taxes or other
governmental charges incidental to such transfer or exchange and all subject to
the terms and conditions set forth in the Indenture and the Supplemental
Indenture. In the event less than all of the Bonds of this Series at the time
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond of this Series for a
period of fifteen (15) days next preceding the mailing of the notice of
redemption of any such Bonds of this Series, (b) to register any transfer or
make any exchange of any such Bond of this Series so called for redemption in
its entirety or (c) to register any transfer or make any exchange of any portion
of any such Bond of this Series which has been called for
redemption.  Except as otherwise provided herein or in the
Supplemental Indenture with respect to the payment of interest, the Company, the
agencies of the Company and the Trustee may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof for the purpose of
receiving any payment and for all other purposes.

       

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

       

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

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

       

      IN WITNESS WHEREOF,
The Cleveland Electric Illuminating Company has caused this Bond to be signed in
its name by its President or a Vice President and its corporate seal to be
hereunto affixed and attested by its Corporate Secretary or an Assistant
Corporate Secretary.

       

      


      
        	
                 
      

              	
                Dated:

              


      

      
        
          
            
              	 
    	
                      THE CLEVELAND
      ELECTRIC

                       ILLUMINATING
      COMPANY

                    
	 
    	
                      By:

                    	_________________________________ 
      
	 
    	 
    	
                      Name:

                    
	 
    	 
    	
                      Title:

                    
	 
    	 
    	 
    
	
                           ATTEST:

                    	 
    	 
    
	 _________________________________	 	 
	
                       Name:

                    	 
    	 
    
	
                       Title:

                    	 
    	 
    
	 
    	 
    	 
    


            

          

        

      

      


       

      [affix corporate
seal]

       

      


      


      [FORM OF TRUSTEE’S
CERTIFICATE OF AUTHENTICATION]

      


      


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

      


      
        
          
             

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          JPMORGAN CHASE
      BANK, N.A.,

                                          as
      Trustee

                                        
	
                                          By:

                                        	____________________________________________ 
      
	 
    	
                                          Authorized
      Officer

                                        
	 
    	 
    


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      [END OF FORM OF
FULLY REGISTERED BOND OF SERIES DUE 2024]

      


       

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
 

      


       

      ARTICLE
III

       

       

      


       

       

      THE
TRUSTEE

       

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

       

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

       

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

       

      Section
3.04 The Company shall
cause any agency of the Company, other than the Trustee, which it may appoint
from time to time to act as such agency in respect of the Bonds of Series due
2024, to execute and deliver to the Trustee an instrument in which such agency
shall:

       

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

       

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

       

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

       

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

       

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


       

      


       

       

      ARTICLE
IV

       

       

      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.

       

       

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

       

      
        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:

                  	
                      /s/ James F.
      Pearson_____________________

                  	 


          

        

        
          
            	
                     
      

                  	
                    James F.
      Pearson, Vice President and
Treasurer

                  


          

        

        


        


        


        Attest:

        


        /s/ Jacqueline S.
Cooper_________________                                                           

        Jacqueline S.
Cooper, Assistant Corporate Secretary

        


        


        Signed, sealed and
acknowledged by

        The
Cleveland Electric Illuminating Company

        in
the presence of

        


        


        /s/ Amanda S.
Curtis____________________                                                           

        Name: Amanda S.
Curtis

        


        /s/ Nicholas B.
Bernard__________________                                                           

        Name: Nicholas B.
Bernard

        


        As
Witnesses

        


        [Seal]


       

       

       

       

      
        
          
            [Signature Page to
CEI 90th
Supplemental Indenture]

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        


        


        STATE OF
OHIO                             )

        :    ss.:

        COUNTY OF
SUMMIT                   )

        


        


        On
this 18th day of August 2009, before me personally appeared James F. Pearson and
Jacqueline S. Cooper, to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and Treasurer and an Assistant
Corporate Secretary, respectively, of The Cleveland Electric Illuminating
Company, that the seal affixed to the foregoing instrument is the corporate seal
of said corporation and that said instrument was signed and sealed on behalf of
said corporation by authority of its Board of Directors; and said officers
severally acknowledged said instrument to be the free act and deed of said
corporation.

         

        


         

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
    
	
                                     /s/ Michele A.
      Buchtel_________________________

                                  
	
                                    ________________,
      Notary Public

                                  
	
                                                        
      Commission Expires Aug. 28,
      2011

                                  
	 
    	 
    


                          

                        

                      

                    

                  

                

              

            

          

        

        


        


        


        Michele A.
Buchtel

        Resident Summit
County

        Notary Public, State
of Ohio

        My Commission
Expires: 08/28/11

        


        


        [Seal]


        
          
            
              [Signature Page to
CEI 90th
Supplemental Indenture]

            

             


          

          
             


            
              

            

          

          
             


          

        


         

         

        JPMORGAN CHASE BANK,
N.A., AS TRUSTEE

        


        


                                                                      
  By: /s/
Thomas J.
Foley___________________                                                                      

                                                                     
Name, Title: Thomas J. Foley, Vice President

        


        


        


        Attest:

        


        


        /s/ Paul D.
Savitsky____________________                                                           

        Name, Title: Paul D.
Savitsky, Vice President

        


        


        Signed, sealed and
acknowledged by

        JPMorgan Chase Bank,
N.A.

        in
the presence of

        


        


        /s/ Terrence R.
D’Attore________________                                                           

        Name: Terrence R.
D’Attore

        


        /s/ Gregory
Shea_____________________                                                           

        Name: Gregory
Shea

        


        As
witnesses

        


        [Seal]


        
          
            
              [Signature Page to
CEI 90th
Supplemental Indenture]

            

             


          

          
             


            
              

            

          

          
             


          

        


        STATE OF NEW
YORK                  
   )

        :    ss.:

        COUNTY OF NEW
YORK                 )

        


        


         

        On
this 17th day of August 2009, before me personally appeared Thomas J. Foley and
Paul D. Savitsky, to me personally known, who being by me severally duly sworn,
did say that they are a Vice President and Vice President, 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 on behalf of said corporation by authority of its Board of Directors; and
said officers severally acknowledged said instrument to be the free act and deed
of said corporation.

         

        


         

        
          
            
              
                	 
    
	
                         /s/ Francis J.
      Grippo____________________________

                      
	
                        ________________,
      Notary Public

                      
	
                                        Commission
      Expires ______________

                      
	 
    	 
    


              

            

          

        

        


        


        Francis J.
Grippo

        Notary Public, State
of New York

        Reg. No.
4522535

        Qualified in Orange
County

        My Comm. Expires
9/30/2010

        


        


        [Seal]

         

         

         

         

         


        
          
            
              [Signature Page to CEI 90 th Supplemental Indenture]


            

             


          

          
             


            
              

            

          

          
             


          

        


         

         

        This instrument
prepared by:

         

        Lucas F.
Torres

        Akin Gump Strauss
Hauer & Feld LLP

        One
Bryant Park

        New
York, New York 10036

         

         

         

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SCHEDULE
1

         

        Filing Offices –
Ninetieth Supplemental Indenture

         

        
          
            
              
                	
                        County

                      	
                        Date Filed

                      	
                        Recorder’s Instrument No.

                      	
                        Volume

                      	
                        Page

                      
	
                        Ashtabula

                      	 
    	 
    	 
    	 
    
	
                        Cuyahoga

                      	 
    	 
    	 
    	 
    
	
                        Geauga

                      	 
    	 
    	 
    	 
    
	
                        Lake

                      	 
    	 
    	 
    	 
    
	
                        Loraine

                      	 
    	 
    	 
    	 
    
	
                        Ottawa

                      	 
    	 
    	 
    	 
    
	
                        Portage

                      	 
    	 
    	 
    	 
    
	
                        Stark

                      	 
    	 
    	 
    	 
    
	
                        Summit

                      	 
    	 
    	 
    	 
    
	
                        Trumbull

                      	 
    	 
    	 
    	 
    
	
                        Beaver,
      PA

                      	 
    	 
    	 
    	 
    
	
                        Warren,
      PA