Ninetieth Supplemental Indenture

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:

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.

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.

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

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 (15 ^th ) 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 2.06  

(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.

“ 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

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,