<PAGE>

                                                                    Exhibit 4(c)

                               FORM OF 5.65% NOTE

         UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS 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.

<PAGE>

No. R-1 $300,000,000.00

Cusip No. ___________

                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                           5.65% SENIOR NOTE DUE 2013

         The Cleveland Electric Illuminating Company, a corporation duly
organized and existing under the laws of the State of Ohio (herein referred to
as the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of Three Hundred Million
Dollars ($300,000,000.00) or such other principal amount as shall be set forth
in the Schedule attached hereto on December 15, 2013 (the "Maturity Date"), and
to pay interest on said principal sum, semiannually on June 15 and December 15
of each year, commencing June 15, 2004 (each an "Interest Payment Date") at the
rate of 5.65 per cent (5.65%) per annum until the principal hereof is paid or
made available for payment. Interest on the Securities of this series will
accrue from December 12, 2003, to June 15, 2004, and thereafter will accrue from
the last interest Payment Date to which interest has been paid or duly provided
for. In the event that any Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
such delay) with the same force and effect as if made on the Interest Payment
Date. The interest so payable and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the Business Day immediately preceding the
corresponding Interest Payment Date; provided, however, that if the Securities
of this series are not held by a securities depositary in book entry only form,
the Regular Record Date will be the close of business on the 15th calendar day
next preceding such Interest Payment Date (whether or not a Business Day).
Notwithstanding the foregoing, interest payable at Maturity shall be paid to the
Person to whom principal is payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture referred to on the reverse hereof.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, the State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of
the Company, interest on this Security may be paid by check mailed to the
address of the person entitled thereto, as such address shall appear on the
Security Register or by

                                       2
<PAGE>

wire transfer to an account designated to the Paying Agent by the person
entitled thereto at least five Business Days prior to the interest Payment Date;
and provided further, that so long as the Securities of this series are
registered in the name of The Depository Trust Company ("DTC") or a nominee
thereof, all payments of principal and interest in respect of the Securities of
this series will be made in immediately available funds in accordance with the
arrangement between the Company and DTC.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referenced to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

[SEAL)
                                        THE CLEVELAND ELECTRIC
                                        ILLUMINATING COMPANY


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

ATTEST:
__________________________________
Randy Scilla
Assistant Treasurer

                                       3
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

Dated:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                              JPMORGAN CHASE BANK,
                                              as Trustee

                                              By:_______________________________
                                                    James P. Freeman
                                                    Authorized Officer

                                       4
<PAGE>

                                [REVERSE OF NOTE]

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of December 1, 2003 (herein, together with
any amendments thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and JPMorgan
Chase Bank, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on December 12, 2003 (the "Officer's Certificate") creating the
series designated on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

         The Securities of this Series will be redeemable in whole or in part,
at the Company's option, at any time, at a Redemption Price equal to the greater
of:

         -        100% of the principal amount of the Securities being redeemed,
                  and

         -        as determined by the Independent Investment Banker, the sum of
                  the present values of the Remaining Scheduled Payments (as
                  defined below), discounted to the Redemption Date on a
                  semiannual basis (assuming a 360-day year consisting of twelve
                  30-day months) at the Adjusted Treasury Rate, plus 25 basis
                  points,

         plus, in each case, accrued and unpaid interest on such Securities to
the date of redemption.

         "Adjusted Treasury Rate" means, 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 Board
                  of Governors of the Federal Reserve System 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 Adjusted
                  Treasury Rate shall be interpolated or extrapolated from these
                  yields on a straight line basis, rounding to the nearest
                  month); or

         -        if the release (or any successor release) is not published
                  during the week preceding the calculation date or does not
                  contain these 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

                                       5
<PAGE>

                  the Redemption Date. The Adjusted Treasury Rate will be
                  calculated on the third Business Day preceding the Redemption
                  Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of this series 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 Securities ("Remaining Life").

         "Comparable Treasury Price" means (1) the average of three Reference
Treasury Dealer Quotations for the Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than three Reference Treasury Dealer Quotations,
the average of all such quotations.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Reference Treasury Dealer" means:

         -        each of Barclays Capital Inc. and Morgan Stanley & Co.
                  Incorporated and their respective successors; provided,
                  however, that if either of the foregoing cease to be a primary
                  U.S. Government securities dealer in New York City (a "Primary
                  Treasury Dealer"), the Company will substitute therefor
                  another Primary Treasury Dealer, and

         -        any other Primary Treasury Dealer selected by the Independent
                  Investment Banker after consultation with the Company.

         "Reference Treasury Dealer Quotations" means, 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 the Redemption
Date.

         "Remaining Scheduled Payments" means, with respect to the Securities of
this series to be redeemed, the remaining scheduled payments of principal of and
interest on such Securities 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 Securities, the amount of the next succeeding scheduled
interest payment on such Securities will be reduced, for the purpose of this
calculation, by the amount of interest accrued on such Securities to such
Redemption Date.

         The Company shall notify the Trustee of the Redemption Price promptly
after calculation thereof and the Trustee shall have no responsibility for such
calculation.

         On and after the Redemption Date, interest will cease to accrue on the
Securities of this series or any portion of such Securities called for
redemption (unless, in the case of an unconditional redemption, the Company
defaults in the payment of the Redemption Price and

                                       6
<PAGE>

accrued interest). On or before the Redemption Date, the Company will deposit
with a Paying Agent (or the Trustee) money sufficient to pay the Redemption
Price of and accrued interest on the Securities of this series to be redeemed on
such date. If less than all the Securities of this series are to be redeemed,
the Securities of this series to be redeemed shall be selected by the Trustee by
such method of random selection as the Trustee shall deem fair and appropriate.

         Any notice of redemption for Securities of this series may state that
such redemption shall be conditional upon the receipt by the Paying Agent or
Agents for the Securities of this series to be redeemed, on or prior to the date
fixed for such redemption, of money sufficient to pay the Redemption Price on
such Securities of this series and that if such money shall not have been so
received such notice shall be of no force or effect and the Company shall not be
required to redeem such Securities of this series.

         Upon payment of the Redemption Price, interest will cease to accrue on
and after the applicable Redemption Date on the Securities of this series or
portions thereof called for redemption.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate

                                       7
<PAGE>


principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         The Indenture and the Securities of this series shall be governed by
and construed in accordance with the laws of the State of New York.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer substantially in the form of the
Certificate of Transfer annexed hereto and otherwise satisfactory to the
Company, the Trustee and the Security Register duly executed by the Holder
hereof or his attorney duly authorized in writing and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of authorized denominations,
as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                       8
<PAGE>

               SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

<TABLE>
<CAPTION>
                                                                       Principal
                                                                    Amount of this
                         Increases in           Decreases in          Global Note
                           Principal              Principal         Remaining after    Notation by
                        Amount of this         Amount of this      such Increase or     Security
      Date                Global Note            Global Note            Decrease        Registrar
--------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                 <C>                 <C>
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>


                            [CERTIFICATE OF TRANSFER]

                           5.65 % SENIOR NOTE DUE 2013

      FOR VALUE RECEIVED, the undersigned sells, assigns and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

         Name and address of assignee must be printed or typewritten.

$_______________________________________________________________________________

principal amount of or beneficial interests* in the within Security of the
Company and does hereby irrevocably constitute and appoint ____________

to transfer the said principal amount of or beneficial interests in said
Security on the books of the within-named Company, with full power of
substitution in the premises.

Dated:_______________________________     Signature:___________________________
                                          Print name:__________________________

NOTICE. The signature to this assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatsoever.

SIGNATURE GUARANTEE. Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

-----------------------

*        transfers of beneficial interests in this security may be made only to
         another global security of the same series or as otherwise permitted by
         applicable securities laws.

                                       10