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                                                                 Exhibit 10b(4)


                 AGREEMENT FOR THE TERMINATION OR CONSTRUCTION
                       OF CERTAIN AGREEMENTS BY AND AMONG
                  THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,
                  DUQUESNE LIGHT COMPANY, OHIO EDISON COMPANY,
            PENNSYLVANIA POWER COMPANY AND THE TOLEDO EDISON COMPANY



     THIS AGREEMENT, effective as of the 1st day of September 1980, by and
among The Cleveland Electric Illuminating Company, an Ohio corporation;
Duquesne Light Company, a Pennsylvania corporation; Ohio Edison Company, an
Ohio corporation, and its wholly-owned subsidiary, Pennsylvania Power Company,
a Pennsylvania corporation, which two companies are considered as a single
party for purposes of this Agreement; and The Toledo Edison Company, an Ohio
corporation, all of which are referred to collectively as the Parties or the
CAPCO Group.

     WITNESSETH:

     WHEREAS, each of the Parties is desirous of terminating or construing,
effective as of September 1, 1980, certain agreements by and among the
Parties.

     NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the Parties agree as follows:

       1.  The CAPCO Memorandum of Understanding dated September 14, 1967, the
Agreement of Chief Executives dated July 6, 1973, and the Memorandum of Agree-
ment with an effective date of March 1, 1977, and captioned "Purchase and Sale
Agreements Under Schedules E and H of the CAPCO Basic Operating Agreement for
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the period March 1, 1977 through December 31, 1977 and for 1978, and Tentative
Purchase and Sale Agreements for 1979 and Beyond" are terminated and have no
further force or effect.

       2.  The CAPCO Transmission Facilities Agreement with an effective date
of September 14, 1967 (hereinafter referred to as the "Transmission Facilities
Agreement") is to be construed so as to allow all of the services and trans-
actions contemplated by the CAPCO Basic Operating Agreement as amended
September 1, 1980 and as subsequently amended (hereinafter referred to as the
"Basic Operating Agreement"), to be performed, accomplished or effected, as
the case may be, under said Transmission Facilities Agreement.

       3.  This Agreement and the Basic Operating Agreement supersede any and
all other agreements by and among the Parties involving the CAPCO Group which
are not terminated in Paragraph 1, above, to the extent such other agreements
conflict or are inconsistent therewith.  All such conflicts or inconsistencies
shall be removed by appropriate written amendments to these other agreements
or by other appropriate action.

       4.  The Parties hereby reaffirm and agree to implement the pool
restructuring principles heretofore described in the minutes of the meetings
of the CAPCO Executive Committee on and after November 1, 1979, and shall use
their best efforts to prepare and execute as soon as reasonably possible any
and all written amendments to agreements by and among the Parties involving
the CAPCO Group and to take other appropriate action required by this Agree-
ment, the Basic Operating Agreement, and the aforesaid minutes of the
Executive Committee.

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     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers this 23rd day of December, 1993.


THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

By:  TERRENCE G. LINNERT

Title:  Vice President


DUQUESNE LIGHT COMPANY

By:  G. R. BRANDENBERGER

Title:  Vice President


OHIO EDISON

By:  ARTHUR P. GARFIELD

Title:  Vice President


PENNSYLVANIA POWER COMPANY

By:  J. R. EDGERLY

Title:  Vice President


THE TOLEDO EDISON COMPANY

By:  TERRENCE G. LINNERT

Title:  Vice President